exv10w6






Exhibit 10.6




DEVELOPMENT SERVICES AGREEMENT

@First




BROCADE COMMUNICATIONS SYSTEMS, INC.,

a Delaware corporation,

as Owner




and




MFP/HUNTER@FIRST DEVELOPMENT PARTNERS, LLC,

a Delaware limited liability company,

as Development Manager




May 22, 2008



 EXECUTION VERSION

 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1 DEFINITIONS
	 	 	2	 
	1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2 DEVELOPMENT MANAGER’S OBLIGATIONS
	 	 	11	 
	2.1 Predevelopment Services
	 	 	11	 
	2.2 Development Management Services
	 	 	12	 
	2.3 Construction Management Services
	 	 	13	 
	2.4 Reporting
	 	 	15	 
	2.5 Monthly Requisitions
	 	 	16	 
	2.6 Authority of Development Manager
	 	 	16	 
	2.7 Performance of Others
	 	 	17	 
	2.8 Development Manager Not Responsible for Construction Means, Etc.
	 	 	18	 
	2.9 Confidential Information
	 	 	18	 
	2.10 Delivery Delays
	 	 	18	 
	 
	 	 	 	 
	ARTICLE 3 DEVELOPMENT MANAGER’S STAFF
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 4 DUTIES AND RIGHTS OF OWNER
	 	 	20	 
	4.1 Cooperation
	 	 	20	 
	4.2 Use of Contingency
	 	 	20	 
	4.3 Project Changes
	 	 	21	 
	4.4 Inspection
	 	 	24	 
	4.5 Owner’s Failure to Fund
	 	 	24	 
	4.6 Right to Review and Inspect
	 	 	25	 
	4.7 Rights Typically Vested in Owners
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 5 DEVELOPMENT MANAGER COMPENSATION
	 	 	26	 
	5.1 Development Fee
	 	 	26	 
	5.2 Development Manager Cost Reimbursement
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 6 PROJECT COST SAVINGS AND OVERRUNS
	 	 	27	 
	6.1 Interim Balancing Requirement
	 	 	27	 
	6.2 Project Cost Savings
	 	 	27	 
	6.3 Project Cost Overruns; Letter of Credit
	 	 	28	 
	6.4 Arbitration
	 	 	29	 
	6.5 Survival
	 	 	30	 
	 
	 	 	 	 
	ARTICLE 7 TERMINATION
	 	 	30	 
	7.1 Termination by Owner
	 	 	30	 
	7.2 Payments upon Termination by Owner
	 	 	31	 
	7.3 Termination by Development Manager
	 	 	31	 
	7.4 Consequences of Termination
	 	 	31	 
	7.5 Arbitration of Disputes Regarding Defaults
	 	 	33	 





 EXECUTION VERSION

 









 






	 	 	 	 	 
	 	 	Page
	ARTICLE 8 INSURANCE AND CLAIMS
	 	 	33	 
	8.1 Insurance
	 	 	33	 
	8.2 Indemnification
	 	 	33	 
	8.3 Waiver of Subrogation
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 9 NOTICES
	 	 	34	 
	 
	 	 	 	 
	ARTICLE 10 ARBITRATION
	 	 	36	 
	10.1 Arbitration Regarding Certain Permitted Changes, Change Orders,
Development Manager Overrun and Self Help Costs
	 	 	36	 
	10.2 Arbitration Regarding Defaults
	 	 	38	 
	 
	 	 	 	 
	ARTICLE 11 MISCELLANEOUS
	 	 	39	 
	11.1 Successors and Assigns
	 	 	39	 
	11.2 Applicable Law
	 	 	39	 
	11.3 Severability
	 	 	39	 
	11.4 Counterparts
	 	 	39	 
	11.5 Consent
	 	 	40	 
	11.6 Attorneys’ Fees
	 	 	40	 
	11.7 Time of Essence
	 	 	40	 
	11.8 Captions
	 	 	40	 
	11.9 No Obligation to Third Parties
	 	 	40	 
	11.10 Further Assurances
	 	 	40	 
	11.11 Consent to Jurisdiction
	 	 	40	 
	11.12 Relationship of Parties
	 	 	40	 
	11.13 Amendments
	 	 	41	 
	11.14 Remedies Cumulative
	 	 	41	 
	11.15 No Waiver
	 	 	41	 
	11.16 Gender 
	 	 	41	 
	11.17 Limitation on Liability
	 	 	41	 
	11.18 Competitive Projects
	 	 	42	 
	11.19 References to Days; Performance
	 	 	42	 
	11.20 Entire Agreement
	 	 	42	 




 EXECUTION VERSION


 









 





Exhibit A     —  Legal Description of Property

Exhibit A-1  —  Parcel Map

Exhibit A-2  —  Parking Parcel Condominium Map

Exhibit B-1  —  Description of Building Two Plans and Specifications

Exhibit B-2  —  Description of Building Three Plans and Specifications

Exhibit B-3  —  Description of Parking Improvements Plans and Specifications

Exhibit B-4  —  Preliminary Building One Space Plans

Exhibit B-5  —  Description of Site Improvement Plans and Specifications

Exhibit C     —  Development Budget

Exhibit D     —  Project Schedule

Exhibit E     —  Development Entitlements

Exhibit F     —  Letter of Credit Form

Exhibit G     —  Owner Design Modifications (Building One)

Exhibit H    —  Description of Shell and Core Improvements

Exhibit I      —  List of Contracts

Exhibit J     —  Proposals for Building One MEP Change Order

Exhibit K   —  LEED Specifications




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DEVELOPMENT SERVICES AGREEMENT




     THIS DEVELOPMENT SERVICES AGREEMENT (this “Agreement”) is entered into as of May 22, 2008, by
and between BROCADE COMMUNICATIONS SYSTEMS, INC., a Delaware corporation (the “Owner”), and
MFP/HUNTER@FIRST DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company (the “Development
Manager”).



RECITALS.




     A. Owner is the owner of certain real property which is located at the intersection of Highway
237 and North First Street in San Jose, California and which is legally described on
Exhibit A and depicted as Parcels 1, 2 and 3 on the Parcel Map attached hereto as
Exhibit A-1 (the “Parcel Map”), together with Unit 1 of Parcel 5 on the Parcel Map, as such
Unit is depicted on the Condominium Plan attached hereto as Exhibit A-2 (collectively, the
“Property”).



     B. As more particularly set forth or provided in this Agreement, Owner desires to develop the
Property to contain three (3) office buildings consisting, in the aggregate, of at least five
hundred sixty-one thousand four hundred sixty-five (561,465) square feet, and a parking structure
and surface area parking improvements containing (i) at least one thousand eight hundred eighteen
(1,818) parking stalls within the Parking Structure, and (ii) at least fourteen (14) surface
parking stalls on each of Parcels 1, 2 and 3 (for a total of at least forty-two (42) surface
parking stalls), along with all associated site work.



     C. Owner and Development Manager have entered into this Agreement for the purpose of
specifying the terms and conditions pursuant to which the Development Manager shall manage and
administer all aspects of such development, including, without limitation, the design, entitlement
and construction of such buildings and parking improvements, on behalf of Owner.



ARTICLE 1

DEFINITIONS.




     1.1 Definitions. The terms defined in this Section 1.1 shall, for the purposes of
this Agreement, have the meanings herein specified unless the context expressly or by necessary
implication otherwise requires:



          “Affiliate” shall mean, with respect to any specified entity, any person or entity that
directly or indirectly Controls, is Controlled by, or is under common Control with, such specified
entity.



          “Architect” shall mean Korth Sunseri Hagey Architects, or any substitute or replacement
Architect selected by Owner in accordance with the provisions of the Architect-Owner Agreement.



          “Architect-Owner Agreement” shall mean the architectural services agreement dated December 13,
2007 entered into by Development Manager and the Architect, as amended
by those certain letter agreements, amendments and work authorizations set forth on
Exhibit I, as



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assigned by Development Manager to Owner, for the design of the Project and
the preparation of the Final Plans and Specifications, as amended from time to time.



          “Building One” shall mean the laboratory building of not less than one hundred twenty-four
thousand seven hundred sixty-seven (124,767) square feet and associated improvements to be
constructed on Parcel 1 of the Property pursuant to the Building One Plans and Specifications and
the Site Improvement Plans and Specifications.



          “Building One Hard Cost Contingency” shall mean the amount identified in the Development
Budget under the line item classification for “G.C. Contingency” under the column for “Bldg 1,” as
may be adjusted pursuant to a Line Item Savings Change.



          “Building One Plans and Specifications” shall mean the Final Plans and Specifications for
Building One.



          “Building Two” shall mean the commercial office building of not less than two hundred eighteen
thousand three hundred forty-nine (218,349) square feet and associated improvements to be
constructed on Parcel 2 of the Property pursuant to the Building Two Plans and Specifications and
the Site Improvement Plans and Specifications.



          “Building Two and Three Hard Cost Contingency” shall mean the amount identified in the
Development Budget under the line item classification for “G.C. Contingency” under the column for
“Bldg 2&3,” as it may be adjusted pursuant to a Line Item Savings Change.



          “Building Two Plans and Specifications” shall mean the Final Plans and Specifications for
Building Two, as described with more particularity on Exhibit B-1, which have been approved
by Owner and Development Manager and submitted to the City for issuance by the City of all
necessary building permits and approvals.



          “Building Three” shall mean the commercial office building of not less than two hundred
eighteen thousand three hundred forty-nine (218,349) square feet and associated improvements to be
constructed on Parcel 3 of the Property pursuant to the Building Three Plans and Specifications and
the Site Improvement Plans and Specifications.



          “Building Three Plans and Specifications” shall mean the Final Plans and Specifications for
Building Three, as described with more particularity on Exhibit B-2, which have been fully
approved by Owner and Development Manager and submitted to the City for issuance by the City of all
necessary building permits and approvals.



          “Change Order” shall mean any change, amendment or modification to the Final Plans and
Specifications, and any changes to any component of Hard Costs in the Development Budget and/or the
Project Schedule that result from such change, amendment or modification to the Final Plans and
Specifications.



          “City” shall mean the City of San Jose, California.



          “City Caused Change” shall mean an amendment or modification to the Preliminary Building One
Plans and Specifications, to the Building Two Plans and



3









 







 Specifications, to the Building Three Plans
and Specifications, to the Preliminary Parking Improvements Plans, to the Site Improvement Plans
and Specifications or to the Final Plans and Specifications that is either (i) required under any
Laws applicable to the Project and first enacted after the date of this Agreement, or (ii)
requested or required by the City in connection with issuance of building permits or other
Governmental Approvals.



          “Closing Date” shall mean the date Owner acquired fee title to the Property pursuant to the
Purchase and Sale Agreement.



          “Completion of the Project” shall mean the latest to occur of: (i) the completion of all
elements of the Project in accordance with the Contract Documents; (ii) the receipt by Owner of a
building permit card signed by the City indicating “all trades final” with respect to the Project;
and (iii) completion of all the close out requirements specified in the Contract Documents.



          “Construction Contract” shall mean the Cost of Work plus a Fee with guaranteed maximum price
construction contract, including, without limitation, general conditions, to be entered into by
Owner and the Contractor, or assigned to Owner, for the construction of the Project, as amended
from time to time.



          “Contingency” shall mean, collectively, the Building One Hard Cost Contingency, the Building
Two and Three Hard Cost Contingency, and the Soft Cost Contingency.



          “Contract Documents” shall mean, collectively, the Construction Contract, the Final Plans and
Specifications, and all operating manuals relating to the Project.



          “Contractor” shall mean Vance Brown, Inc., or any substitute or replacement Contractor
selected by Owner in accordance with the provisions of the Construction Contract.



          “Control” or “Controlled by” or “Controlling” or any derivative thereof, when used with
respect to any specified entity or person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of such specified entity
or person, whether through ownership of voting securities or other ownership interests or by
contract. Without limiting the generality of the foregoing, any entity or person which together
with its Affiliates owns, directly or indirectly, securities representing more than twenty percent
(20%) of the value or ordinary voting power of a corporation or more than twenty percent (20%) of
the partnership, general partnership, membership or other ownership interests (based upon value or
vote) of any other entity is deemed to Control such entity.



          “Default Termination Date” shall have the meaning given that term in Section 7.4(b).



          “Delivery Delay Amount” shall have the meaning given that term in Section 2.10.



          “Development Budget” shall mean the final and complete acquisition and development budget for
the Project (including Building One, Building Two, Building Three and



4









 







the Parking Improvements)
attached hereto as Exhibit C, as it may be amended or modified from time to time pursuant
to this Agreement.



          “Development Manager Overrun” shall mean the amount, if any, by which the actual, total
Project Costs incurred by Owner exceed the Guaranteed Delivery Price, as adjusted by any Permitted
Changes.



          “Development Entitlements” shall mean those documents and materials governing development of
the Property and Project listed on Exhibit E attached hereto.



          “Development Manager’s Knowledge” or “Knowledge” (when used with reference to Development
Manager) shall mean the actual knowledge of any of the following: (i) either one of the
Hunter/Storm Principals, (ii) the Project Manager, (iii) Sherri Prieb, or (iv) Curtis Leigh.



          “Final Plans and Specifications” shall mean the final and complete plans and specifications,
design drawings, and construction documents for the Project, as fully approved by Owner and
Development Manager and for which the City has issued all necessary building permits and approvals,
all as may be amended or modified from time to time pursuant to this Agreement. The Final Plans
and Specifications consist of, without limitation, the Building One Plans and Specifications (after
they are approved and permitted pursuant to Section 2.1(b) and (c)), the Building Two Plans and
Specifications (after they are permitted pursuant to Section 2.1(e)), the Building Three Plans and
Specifications (after they are permitted pursuant to Section 2.1(e)), the Parking Improvements
Plans and Specifications (after they are permitted pursuant to Section 2.1(d)), and the Site
Improvement Plans and Specifications (after they are permitted pursuant to Section 2.1(e)).



          “Force Majeure Event” shall mean the following events or circumstances: strikes, walkouts or
other labor disputes; a general failure of power not specific to the Project; the act or failure to
act by a governmental agency or authority beyond the reasonable expectation of Owner and
Development Manager and not arising out of the action, inaction or delay of Owner or Development
Manager; earthquake, fire, or casualty; the acts of God; moratorium; riot; civil disturbance;
insurrection; war; and weather conditions (but only to the extent such weather conditions affect
the critical path to completion of the structural elements, exterior building skin or site
improvements of the Project). The foregoing notwithstanding, (i) delays, stoppage or other
interference with the Project caused by the financial hardship or insolvency of Development Manager
or any party engaged by Development Manager shall not constitute a Force Majeure Event; and (ii) no
Force Majeure Event shall be deemed to have commenced or occurred unless and until Development
Manager has provided written notice to Owner specifying the events or circumstances purporting to
create a Force Majeure Event and the net impact of such Force Majeure Event on the Project
Schedule. Failure by Development Manager to provide such written notice to Owner within fifteen
(15) days after Development Manager first obtains Knowledge of the purported Force Majeure Event
shall constitute a full and final waiver by Development Manager to claim such Force Majeure Event.



          “Governmental Approvals” shall mean authorizations, agreements, permits, licenses, and similar
documents with the appropriate governmental authorities and utility



5









 







companies relating to access,
traffic, utilities, zoning and other design and construction elements pertaining to the Project.



          “Guaranteed Completion Date” shall mean June 1, 2010, subject to extension as follows: (i) on
a day-for-day basis for each day that the Closing Date is delayed beyond May 26, 2008, (ii) based
on Permitted Changes to the Project Schedule or (iii) as provided in Section 4.5 in connection with
Owner’s failure to fund requisitioned amounts.



          “Guaranteed Delivery Date” shall mean January 15, 2010 as to Building One and February 15,
2010 as to Building Two and Building Three, subject as to each date to extension as follows: (i)
on a day-for-day basis for each day that the Closing Date is delayed beyond May 26, 2008, (ii)
based on Permitted Changes to the Project Schedule, or (iii) as provided in Section 4.5 in
connection with Owner’s failure to fund requisitioned amounts.



          “Guaranteed Delivery Price” shall mean Two Hundred Eight Million Five Hundred Forty Four
Thousand Thirty Seven Dollars ($208,544,037), as it may be adjusted only as a result of Permitted
Changes.



          “Guaranteed Substantial Completion Date” shall mean May 1, 2010, subject to extension as
follows: (i) on a day-for-day basis for each day that the Closing Date is delayed beyond May 26,
2008, or (ii) based on Permitted Changes to the Project Schedule, or (iii) as provided in Section
4.5 in connection with Owner’s failure to fund requisitioned amounts.



          “Hard Costs” shall mean the Project Costs categories that are shown on the Project Budget as
line item classifications under the heading “Hard Costs.”



          “Hazardous Material” shall mean any (a) oil or other petrochemical hydrocarbons, flammable
substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or
substances or any other wastes, materials or pollutants which (i) pose a hazard to the Property or
Project or to persons in, on or about the Property or Project or (ii) cause the Property or Project
to be in violation of any Laws relating to or concerning Hazardous Materials; (b) asbestos in any
form, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric
fluid containing levels of polychlorinated biphenyls, or radon gas; (c) chemical, material or
substance defined as or included in the definition of “hazardous substances”, “hazardous wastes”,
“hazardous materials”, “extremely hazardous waste”, “restricted hazardous waste”, or “toxic
substances” or words of similar import under any applicable local, state or federal law or under
the regulations adopted or publications promulgated pursuant thereto, including, but not limited
to, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C.
§9601, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; the Hazardous
Materials Transportation Uniform Safety Act, as amended, 49 U.S.C. §5101, et seq.; the Federal
Water Pollution Control Act, as amended, 33 U.S.C. §1251, et seq.; Sections 25115, 25117, 25122.7,
25140, 25249.8, 25281, 25316, 25501, and 25316 of the California Health and Safety Code; and
Article 9 or Article 11 of Title 22 of the Administrative Code, Division 4, Chapter 20; (d) other
chemical, material or substance, exposure to which is prohibited, limited or regulated by any
governmental authority or may or could pose a hazard to the health and safety of the occupants
or users of Property or Project or the owners and/or occupants of property adjacent to or



6









 







surrounding the Property or Project, or any other person coming upon the Property or Project or
adjacent property; and (e) other chemicals, materials or substances which may or could pose a
hazard to the environment. De minimus quantities of any foregoing used in compliance with
applicable Laws shall not be deemed Hazardous Materials for purposes of the reporting requirements
in Section 2.4(c)(iv).



          “Hunter/Storm” shall mean Hunter/Storm, Inc., a Delaware corporation.



          “Hunter/Storm Change of Control” shall mean if, at any time prior to Completion of the
Project, the death or incapacitation of both Hunter/Storm Principals or any other event which
results in a failure of Hunter/Storm to be Controlled by one of the Hunter/Storm Principals. The
death or incapacitation of one of the Hunter/Storm Principals shall not be deemed a Hunter/Storm
Change of Control so long as Hunter/Storm continues to be Controlled by the other Hunter/Storm
Principal.



          “Hunter/Storm Principals” shall mean Derek K. Hunter, Jr. and Edward D. Storm.



          “Interim Reconciliation Date” shall mean the one year anniversary of the Closing Date.



          “Key Documents” shall mean the following: (i) the Construction Contract, (ii) the
Architect-Owner Agreement, (iii) the Declaration of Master Covenants, Conditions, Restrictions and
Reciprocal Easements recorded against the Property, and (iv) the Development Entitlements.



          “Laws” shall mean all federal, state and local laws, moratoria, initiatives, referenda,
ordinances, rules, regulations, standards, orders, judicial decisions, common law and other
governmental, Board of Fire Underwriters and utility company requirements, including those relating
to the environment, health and safety and disabled persons.



          “Letter of Credit” and “Letter of Credit Amount” shall have the meanings given those terms in
Section 6.3(c).



          “Line Item Savings Change” shall mean, with respect to the Development Budget, a transfer or
allocation of (i) any proven savings from a line item in the Development Budget to the Contingency,
or (ii) any Contingency to a line item in the Development Budget where an overage of Contingency
exists, so long as the Development Budget is not increased and the Project Schedule is not affected
by such transfer. The foregoing and any other provisions of this Agreement notwithstanding, a Line
Item Savings Change shall not include, and Development Manager shall not be permitted to effect, a
transfer or allocation of any of the following for any reason or purpose or as a result of any
cause: (A) any Building One Hard Cost Contingency to a line item in the Development Budget
representing Hard Costs for Building Two or Building Three, unless and until the Building Two and
Three Hard Cost Contingency has been depleted; (B) any Building One Hard Cost Contingency or
Building Two and Three Hard
Cost Contingency to a line item in the Development Budget representing Soft Costs; or (C) any
Soft Cost Contingency to a line item in the Development Budget representing Hard Costs.



7









 





          “Material Subcontractor” shall mean each of the mechanical, electrical, plumbing and glazing
subcontractors and the supplier of steel for the Project.



          “Milestones” shall mean each of the following portions or phases of the Project: (a)
foundation, (b) steel structure, (c) roof decking, (d) fire sprinkler piping, (e) exterior building
skin, (f) core, and (g) site work, all in accordance with the Final Plans and Specifications, and
all as identified on the Project Schedule.



          “Minor Changes” shall have the meaning given that term in Section 4.3(a).



          “Monthly Requisition Package” shall have the meaning given that term in Section 2.5.



          “Owner Caused Delays” shall mean any actual delay in the achievement of Milestones or in the
Shell and Core Delivery, Substantial Completion of the Project or Completion of the Project to the
extent arising from the Owner’s failure to act if such action is required pursuant to this
Agreement or if such action is reasonably requested of Owner by Development Manager, including,
without limitation, any failure of Owner to fund any Monthly Requisition Package in accordance with
the procedure set forth in Section 2.5, any other default by Owner under this Agreement or under
any Key Document, any failure of Owner to respond to any request for Owner’s approval or consent
required to be obtained under this Agreement within the time period or periods specified in this
Agreement for the giving or withholding of such approval or consent, and the exercise of the rights
of Owner, Owner’s consultants, designees and interior improvement contractors, or the Inspector,
pursuant to Section 4.4, all except to the extent that such delay is the result of any default
under this Agreement or under any Key Document by Development Manager or its contracted consultants
or designees. The foregoing notwithstanding and except as provided in Section 4.5, no Owner Caused
Delay shall be deemed to have commenced or occurred unless and until Development Manager has
provided written notice to Owner specifying the action or inaction that Development Manager
contends constitutes or will likely constitute an Owner Caused Delay and such action or inaction
has not been cured within the cure period applicable to such action or inaction as specified in
this Agreement or, if no cure period is specified herein, within a period of seven (7) days
following the receipt by Owner of such notice from Development Manager, whichever is longer.
Failure by Development Manager to provide such written notice to Owner within fifteen (15) days
after Development Manager first obtains Knowledge of the purported Owner Caused Delay shall
constitute full and final waiver by Development Manager to claim such Owner Caused Delay.



          “Owner Scope Change” shall mean any change initiated by Owner modifying the scope of the work
or changing the work under the Construction Contract.



          “Owner’s Payment Demand” shall mean Owner’s written request for payment of the Interim
Rebalancing Amount, the Termination Rebalancing Amount or a Development Manager Overrun, if and as
applicable.



          “Parking Improvements” shall mean, collectively, the Parking Structure and the Surface Parking
Improvements.



8









 





          “Parking Improvements Plans and Specifications” shall mean the Final Plans and Specifications
for the Parking Improvements.



          “Parking Parcel” shall mean the portion of the Property consisting of Unit 1 of Parcel 5 on
the Parcel Map, as such Unit is depicted on the Condominium Plan attached hereto as
Exhibit A-2.



          “Parking Structure” shall mean the parking structure and associated improvements to be
constructed on the Parking Parcel pursuant to the Parking Improvements Plans and Specifications.



          “Permitted Change” shall mean any amendment or modification to the Development Budget, Final
Plans and Specifications or Project Schedule required as a result of: (i) an Owner-approved Change
Order or RA resulting from an Owner Scope Change; (ii) an Owner-approved Change Order or RA
resulting from a City Caused Change; (iii) a Force Majeure Event (subject to Section 4.2(d)); or
(iv) an Owner Caused Delay.



          “Preliminary Building One Plans and Specifications” shall mean the preliminary plans and
specifications, design drawings, and construction documents for Building One, which shall be
developed based on and consistent with the Preliminary Building One Space Plans.



          “Preliminary Building One Space Plans” shall mean the schematic or design development drawings
and outline and performance specifications for Building One as set forth on Exhibit B-4
attached hereto.



          “Preliminary Parking Improvements Plans and Specifications” shall the plans and
specifications with respect to the Parking Improvements, as described with more particularity on
Exhibit B-3, which have been fully approved by Owner and Development Manager, but for which
the City has not yet issued all necessary building permits and approvals.



          “Project” shall mean the improvements to the Property to be constructed in accordance with the
Final Plans and Specifications, which improvements include, without limitation, Building One,
Building Two, Building Three, the Parking Improvements, and all associated site work.



          “Project Costs” shall mean all allowable costs (including, without limitation, land
acquisition costs, offsite improvement costs, Hard Costs and Soft Costs) incurred or anticipated to
be incurred by Owner in connection with the acquisition, development and construction of the
Project in accordance with the terms of this Agreement and which are included within the cost
categories of the Development Budget. Development Manager acknowledges that certain Project Costs
already have been paid by Owner pursuant to the Purchase and Sale Agreement.



          “Project Manager” shall have the meaning given that term in Section 2.3(d).



          “Project Schedule” shall mean the final and complete schedule for the completion of the
development and construction of the Project attached hereto as Exhibit D,



9









 







which provides
for (i) achievement of the Milestones by the dates specified therein, (ii) Shell and Core Delivery
by the Guaranteed Delivery Date, (iii) Substantial Completion of the Project by the Guaranteed
Substantial Completion Date, and (iv) Completion of the Project by the Guaranteed Completion Date,
all as may be modified from time to time pursuant to this Agreement. Development Manager
represents and warrants to Owner that as of the date hereof, to Development Manager’s Knowledge,
there are no lead time or procurement issues that will prevent Shell and Core Delivery by the
Guaranteed Delivery Date, Substantial Completion of the Project by the Guaranteed Substantial
Completion Date, or Completion of the Project by the Guaranteed Completion Date.



          “Property” shall have the meaning given that term in Recital A.



          “Punchlist Items” shall mean minor items of incomplete work or materials or mechanical
maladjustments that are of such a nature that they do not materially interfere with Owner’s
installation of its interior improvements.



          “Purchase and Sale Agreement” shall mean that certain purchase and sale agreement dated April
24, 2008, entered into by Owner and MFP/Hunter First Office Partners, LLC, a Delaware limited
liability company and Affiliate of Development Manager, pursuant to which Owner acquired the
Property.



          “RA” shall have the meaning given that term in Section 4.3(b)(iv).



          “RCO” shall have the meaning given that term in Section 4.3(b)(i).



          “Qualified Construction Matters Arbitrator” shall mean initially Phil Cook, a Marx|Okubo
consultant, and if Phil Cook or any subsequently appointed consultant is no longer employed by
Marx|Okubo or otherwise available to serve as the Qualified Construction Matters Arbitrator, a
replacement Marx|Okubo consultant to be selected and approved by Owner and Development Manager
within ten (10) days after receipt of notice of the necessity to appoint a replacement.



          “Qualified Default Matters Arbitrator” shall mean any person who is a licensed attorney who
has devoted a substantial part of his or her practice, over ten (10) or more years as a practicing
attorney, arbitrator and/or judge, to drafting, negotiating and/or interpreting agreements
involving the development of commercial real estate and practices in and is located in California.



          “Shell and Core Delivery” shall mean completion of the improvements described on
Exhibit H in all material respects in accordance with the Final Plans and Specifications
(subject to Punchlist Items).



          “Site Improvement Plans and Specifications” shall mean the Final Plans and Specifications for
the site improvements, as described with more particularity on Exhibit B-5, which have been
fully approved by Owner and Development Manager and submitted to the City for issuance by the City
of all necessary building permits and approvals.



10









 





          “Soft Cost Contingency” shall mean the amount identified in the Development Budget under the
line item classification for “Soft Cost Contingency,” as it may be adjusted pursuant to Line Item
Savings Change.



          “Soft Costs” shall mean the Project Costs categories that are shown on the Project Budget as
line item classifications under the heading “Soft Costs.”



          “Substantial Completion of the Project” shall mean the later to occur of: (i) the completion
of the Project in all material respects in accordance with the Final Plans and Specifications, the
terms and conditions of the other Contract Documents and applicable Laws, subject to Punchlist
Items; and (ii) the receipt by Owner of a certificate of substantial completion from the Architect
issued in the form of AIA Document G704, subject to Punchlist Items.



          “Surface Parking Improvements” shall mean the surface parking improvements to be constructed
on each of Parcels 1, 2 and 3 of the Property pursuant to the Parking Improvements Plans and
Specifications.



          “Termination Rebalancing Amount” shall have the meaning given that term in Section 7.4(b).



ARTICLE 2

DEVELOPMENT MANAGER’S OBLIGATIONS




     2.1 Predevelopment Services. Subject to and in accordance with the terms and
conditions of this Agreement and Owner’s performance of its obligations as and when required
hereunder, the Development Manager shall:



          (a) Keep Owner fully informed as to material developments affecting the Property and the
Project prior to the commencement of actual construction, including, without limitation: (i) local
zoning, environmental and other governmental activities; and (ii) the progress in obtaining all of
the permits, licenses and approvals required for the Project.



          (b) Use commercially reasonable efforts to cause the Architect to prepare the Preliminary
Building One Plans and Specifications and submit such Preliminary Building One Plans and
Specifications to Owner for Owner’s review and approval. Such Preliminary Building One Plans and
Specifications shall implement all Owner design modifications as indicated in Exhibit G.
Owner shall reasonably approve and/or disapprove the Preliminary Building One Plans and
Specifications within ten (10) days after receipt by Owner. If the Preliminary Building One Plans
and Specifications are disapproved, then Owner shall provide written detail to Development Manager
within the ten (10) days as to its reason(s) for disapproval. Development Manager shall cause the
Architect to revise and resubmit the Preliminary Building One Plans and Specifications for Owner’s
approval promptly following receipt, if at all, of such reasons(s) for disapproval from Owner,
taking into account such reason(s) for disapproval. Such process shall be continued until final
approval by Owner of the Preliminary Building One Plans and Specifications.



          (c) Submit the Preliminary Building One Plans and Specifications, as approved by Owner
pursuant to Section 2.1(b), to the City for the City’s review and approval



11









 







(including, without
limitation, a major site development permit amendment as needed for the Owner design modifications
indicated on Exhibit G), direct and oversee such submittal process, and attend public
hearings, if any, or make presentations at such hearings, if any, in connection with seeking the
review and approval of the Preliminary Building One Plans and Specifications. Upon approval by the
City and the issuance by the City of all necessary building permits with respect to the Preliminary
Building One Plans and Specifications, such approved and permitted Preliminary Building One Plans
and Specifications shall constitute the Building One Plans and Specifications, and such Building
One Plans and Specifications shall constitute a part of the Final Plans and Specifications.




          (d) Submit the Preliminary Parking Improvements Plans and Specifications to the City for the
City’s review and approval, direct and oversee such submittal process and attend public hearings,
if any, or make presentations at such hearings, if any, in connection with seeking the review and
approval of the Preliminary Parking Improvements Plans and Specifications. Upon approval by the
City and the issuance by the City of all necessary building permits with respect to the Preliminary
Parking Improvements Plans and Specifications, such approved and permitted Preliminary Parking
Improvements Plans and Specifications shall constitute the Parking Improvements Plans and
Specifications, and such Parking Improvements Plans and Specifications shall constitute a part of
the Final Plans and Specifications.



          (e) Submit each of the Building Two Plans and Specifications, the Building Three Plans and
Specifications, and the Site Improvement Plans and Specifications to the City for the City’s review
and approval, direct and oversee such submittal process and attend public hearings, if any, or make
presentations at such hearings, if any, in connection with seeking the review and approval of each
such plans and specifications. Upon approval by the City and the issuance by the City of all
necessary building permits with respect to each of the Building Two Plans and Specifications, the
Building Three Plans and Specifications, and the Site Improvement Plans and Specifications, such
approved and permitted Building Two Plans and Specifications, Building Three Plans and
Specifications, and Site Improvement Plans and Specifications shall constitute a part of the Final
Plans and Specifications.



     2.2 Development Management Services. Subject to and in accordance with the terms and
conditions of this Agreement and Owner’s performance of its obligations as and when required
hereunder, the Development Manager shall:



          (a) Monitor the status and progress of all Project design and planning activities.



          (b) Use commercially reasonable efforts to secure in the name of Owner necessary Governmental
Approvals, provided that any conditions, or extraordinary fees or impositions not included in the
Development Budget approved by Owner and attached to this Agreement as Exhibit C, that are
imposed with respect to any such Governmental Approvals shall be subject to Owner’s prior written
approval in Owner’s reasonable discretion.



          (c) Perform Owner’s obligations under each Governmental Approval after execution by all
necessary parties thereof such that all conditions set forth in each Governmental Approval are
satisfied.



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          (d) Organize and administer periodic meetings with Owner and its representatives in order to
review progress of the development and construction of the Project and establish direction as
necessary. Such meetings shall be held weekly, or more frequently if reasonably requested by
Owner.



          (e) Direct and oversee the preparation by the Architect of bid documents consistent with and
to implement the Final Plans and Specifications and to implement Change Orders as required, such
bid documents to be approved by Owner. Bid data will be assembled with supplementary information
as required to permit Owner to take separate competitive bids for appropriate stages of work and
all components of construction.



          (f) Direct and oversee the Contractor’s bidding procedures for subcontractors and
subcontracts.



          (g) Direct and oversee Contractor’s review of subcontractor proposals and make recommendations
to Owner for awarding of subcontracts.



          (h) Advise Owner of its obligations under each Key Document, advise Owner of actions to be
taken to comply with each Key Document, and monitor compliance of Owner and the Project with the
terms and conditions of each Key Document.



          (i) Use commercially reasonable efforts to cause the design and construction of the shell and
core components of Building One, Building Two and Building Three to incorporate the LEED checklist
items set forth in the attached Exhibit K (the “LEED Specifications”) in such a manner as
to qualify each of such buildings for LEED certification. All costs and expenses incurred in
connection with the LEED Specifications shall be Project Costs. Development Manager shall not
modify or permit the modification of the LEED Specifications without the prior written consent of
Owner.



     2.3 Construction Management Services. Subject to and in accordance with the terms and
conditions of this Agreement and Owner’s performance of its obligations as and when required
hereunder, the Development Manager shall:



          (a) Conduct with the Contractor pre-construction conferences with the successful Material
Subcontractors.



          (b) Schedule and conduct job meetings to be attended by the Contractor, the Material
Subcontractors (where appropriate) and representatives of the Architect to discuss such matters as
procedures, progress, schedules and any relevant governmental requirements. Owner shall receive
the schedule of the job meetings in advance and may attend such meetings at its election.
Development Manager shall cause to be taken, transcribed and distributed to the affected parties
minutes of such job meetings. Such job meetings will be scheduled as often as reasonably necessary
to direct and manage the Project but not less frequently than monthly.



          (c) Review monthly or periodically the progress of the construction of the Project to
determine if the progress is in conformance with the Project Schedule.



13









 





          (d) Manage the overall administration of the Project, which shall include establishing Project
oversight organization and lines of authority. Development Manager shall designate one (1) or more
Project managers who shall coordinate development activities and oversee construction of the
Project (individually and collectively, the “Project Manager”). The designation of the initial and
any future Project Manager, and the removal of any individual selected as a Project Manager, shall
be subject to Owner’s prior approval. In addition, Owner may require Development Manager to remove
any Project Manager who, in Owner’s reasonable discretion, Owner deems unsatisfactory and any delay
resulting therefrom shall be an Owner Caused Delay (unless such removal was incidental to an Event
of Default described in Section 7.1(b)(i)). Development Manager shall use commercially reasonable
efforts to inform Owner of any changes in the Project management personnel.



          (e) Use commercially reasonable efforts to cause the Contractor to prepare value engineering
analyses and recommendations as to schedule, design alternatives, material selection, construction
and means and methods.



          (f) Use commercially reasonable efforts to cause the Contractor to prepare and submit to Owner
for its reasonable approval an organization chart showing the Contractor’s proposed job-site staff.



          (g) Administer the Architect-Owner Agreement, the Construction Contract and the contracts
listed on Exhibit I, including monitoring the conformance of the respective Contractor,
Architect, engineer or consultant thereunder.



          (h) Review and, to the extent consistent with the Development Budget, approve progress payment
requests concurrent with the preparation by the Architect of the associated progress payment
certificates. Development Manager shall not have the authority to approve Change Orders for the
Project except as provided in Section 4.3(a).



          (i) Review Contractor’s tracking of all preliminary lien notices and lien releases of the
Contractor and all subcontractors of which Development Manager has received a copy of a
subcontract.



          (j) Maintain a central control file of all design, engineering and construction contracts for
the Project and all Change Orders thereto.



          (k) Implement and track all Change Orders to the Final Plans and Specifications, the
Development Budget and the Project Schedule, including tracking of line item reclassifications and
aggregate changes to the Guaranteed Delivery Price.



          (l) Track the use and allocation of Contingency.



          (m) Inspect, at such intervals reasonably required by Owner, the progress of the construction
of the Project.



          (n) Use commercially reasonable efforts to cause timely achievement of Milestones to progress
and occur in accordance with the Project Schedule, and to cause Shell and Core Delivery by the
Guaranteed Delivery Date, Substantial Completion of the Project by the



14









 







Guaranteed Substantial
Completion Date, and Completion of the Project by the Guaranteed Completion Date, all as adjusted
by any Permitted Changes.



          (o) Direct and oversee the procurement of utilities as provided in the Final Plans and
Specifications.



          (p) Conduct a review of the Project with the Architect and the Contractor, use commercially
reasonable efforts to cause to be prepared a report specifying the Punchlist Items, and process and
administer such Punchlist Items, warranties, guarantees, bonds and other matters required with
respect thereto and supervise the procurement of necessary sign-off of all building permits for the
Project.



          (q) Post, file and record (as required under applicable Law in order to provide for the
maximum effectiveness thereof) on behalf of Owner any notices of completion required or permitted
to be posted or filed upon completion of any work on Project, and any other notice, record,
statement or other instrument or document reasonably requested by Owner in connection with
mechanic’s or other liens that affect or may affect the Property or Project.



          (r) From and after Shell and Core Delivery, use commercially reasonable efforts to cause the
Contractor and subcontractors to conduct their work on the Project in such a manner as to not
interfere with or delay construction or completion of Owner’s interior build-out work, and to cause
the Contractor and subcontractors to comply with reasonable rules of the site as established by
Owner and/or Owner’s contractor for the interior build-out.



          (s) Upon Substantial Completion of the Project, obtain from Architect a certificate of
substantial completion issued in the form of AIA Document G704, subject to Punchlist Items.



     2.4 Reporting. Development Manager shall perform the following reporting services
relating to the Project:



          (a) Prepare and distribute to Owner minutes of all Project job meetings.



          (b) Prepare and distribute a monthly Project report (including an updated Development Budget,
as applicable) to Owner including, without limitation, a reasonably detailed description of the
progress of the work and the sources and uses of funds, and a determination as to whether, in
Development Manager’s reasonable and informed opinion, the progress of the work and the sources and
uses of funds is in accordance with the Project Schedule and the Development Budget. Such monthly
Project report shall also include, without limitation, all pending and approved Change Orders, and
all field reports of the Architect to the extent prepared and delivered by the Architect to
Development Manager.



          (c) Notify Owner in writing in accordance with the notice provisions of Article 9 upon
Development Manager’s Knowledge that: (i) any person or party is in material
breach of any of its material obligations Construction Contract, the Architect-Owner Agreement
or the other Key Documents); (ii) any casualty has occurred to any part of the Property or Project;
(iii) there is a pending or threatened litigation or proceeding that could have an adverse



15









 







effect
on the Property or Project; or (iv) there is a deposit, spill, release or discovery of Hazardous
Materials in, on or under or about the Property or Project.



          (d) Notify Owner orally at the job meetings conducted pursuant to Section 2.3(b) upon
Development Manager’s Knowledge that any person or party is in breach of any of its obligations
under any contract relating to the Project.



     2.5 Monthly Requisitions. On or before the eighth (8th) day of each month,
Development Manager shall assemble and submit to Owner as of the last day of the prior month a
requisition package containing: (i) the request for payment submitted by the Contractor and
approved by the Architect; (ii) unconditional lien releases executed by Development Manager,
Contractor and each subcontractor covering all payments to them through the prior month (or, if
Owner did not pay the prior month’s requisition to a specific subcontractor on or before the last
day of such prior month, then covering all payments to them through the month immediately preceding
the prior month); (iii) conditional lien releases executed by Development Manager, Contractor and
each subcontractor for the amount requested under the current month’s payment request; (iv)
invoices from the Architect and other design professionals; (v) an invoice for the portion of the
Development Fee then payable; (vi) invoices for any other Project Costs then due to third parties;
and (vii) an invoice for reimbursement of Project Costs paid or incurred by Development Manager,
which are reimbursable to Development Manager pursuant to this Agreement (“Monthly Requisition
Package”). Owner shall pay the requisitioned amount included in the Monthly Requisition Package
within thirty (30) days after receipt of the Monthly Requisition Package, as long as the Monthly
Requisition Package complies with the requirements of this Agreement and the requisitioned amount
is properly payable under this Agreement. The foregoing notwithstanding, if a Monthly Requisition
Package does not contain a required invoice for any portion of the requisitioned amount or
reasonably requested material back-up documentation with respect to a particular invoice as
required by this Section 2.5 (any such missing or unsupported invoice, an “Incomplete Invoice”),
then Owner shall promptly notify Development Manager of such Incomplete Invoice (but in any case
within the 30-day period after receipt of the Monthly Requisition Package). Owner shall pay that
portion of the Monthly Requisition Package, including the portion of the Contractor’s invoice, that
complies with the requirements of this Section 2.5 and that are properly payable, including any
Incomplete Invoice for which Development Manager has provided missing invoices and/or back-up
documentation, in no event later than thirty five (35) days after initial receipt of the Monthly
Requisition Package. Owner shall have no obligation to pay the portion of the applicable Monthly
Requisition Package that is attributable to the Incomplete Invoice for which Development Manager is
unable to provide the missing invoice and/or back-up documentation within such 35-day period and
Development Manager shall then provide the missing invoice and/or back-up documentation for any
Incomplete Invoice as part of a subsequent month’s Monthly Requisition Package.



     2.6 Authority of Development Manager. Development Manager shall not have any authority to act for or on
behalf of Owner other than as
specifically set forth in this Agreement or by further approval or authorization by Owner given in
writing, and Development Manager agrees that it will not take any action for or on behalf of Owner
beyond the scope of this Agreement or such further written approval or authorization. Development
Manager shall not enter into, nor hold itself out as having the authority to enter into, any
contract or agreement



16









 







except as provided herein. To the extent expressly authorized under this
Agreement, Development Manager shall be and is hereby empowered to manage the day to day operations
of (i) the development of the Project and (ii) the management of construction of the Project and,
as Owner’s representative, to manage and coordinate the Contractor and Architect, subject, however,
to the matters reserved to Owner and the limitations on Development Manager’s authority as provided
herein, including without limitation, as provided in Sections 4.2 and 4.3. The foregoing
notwithstanding and subject to the other limitations contained in this Agreement, Development
Manager must obtain Owner’s consent and authorization prior to any material communications with any
representatives of the City or other regulating agencies having jurisdiction thereof regarding the
Project, and prior to negotiating and documenting all future agreements with any representatives of
the City or other regulatory agencies having jurisdiction thereof regarding the Project. Without
limiting the foregoing, all conditions and extraordinary fees or exactions not included in the
Development Budget that are imposed by governmental authorities in or with respect to any such
agreements or any Governmental Approvals shall be subject to Owner’s prior written approval in its
reasonable discretion, and Development Manager shall notify Owner when Development Manager first
obtains Knowledge of the potential for the imposition of any such conditions, fees or exactions and
include Owner in any discussions with representatives of the City or other regulatory agencies with
respect to such conditions, fees or exactions, to the extent Owner elects (after reasonable prior
notice before any such discussion) to be included. Development Manager is specifically authorized
to obtain or cause to be obtained, in accordance with the Final Plans and Specifications and the
Development Budget and subject to the two previous sentences of this Section 2.6, building permits,
licenses, certificates of occupancy and such other governmental approvals and consents as may be
required from time to time to complete development and construction of the Project. Owner shall at
all times retain the right to contact and communicate with representatives of the City or other
regulatory agencies having jurisdiction regarding the Project, either directly or together with the
Development Manager.



     2.7 Performance of Others. Development Manager is not, in the performance of its
services under this Agreement, guaranteeing or warranting the performance of the Architect, the
Contractor, or others employed or retained by Owner in connection with the Project. Owner
acknowledges that, notwithstanding any description of Development Manager’s services, authority and
obligations set forth in this Agreement: (a) Development Manager is not, and shall not be held to
the standard of performance of, an engineer, contractor, architect or any other design
professional; (b) Development Manager’s review or supervision of any matter submitted by an
engineer, contractor, or architect shall not constitute a representation or warranty by Development
Manager that such matters are prepared or performed in accordance with (i) federal, state or local
legal requirements applicable to the design, construction, equipping or operation of the Project,
or (ii) any applicable standard of care (provided, however, that if Development Manager obtains
Knowledge that any such matters are at variance with such legal requirements or standard of
care, Development Manager shall promptly notify Owner, Contractor and Architect in writing); and
(c) the description of the services to be performed or the description of any duties or obligations
of Development Manager shall not be interpreted to impose absolute obligations or duties on
Development Manager or to require Development Manager to guarantee that the outcome or result will
occur. Notwithstanding the foregoing or anything else in this Agreement, (x) nothing in this
Section 2.7 shall limit Development Manager’s express obligations under this Agreement, including,
without limitation, with respect



17









 







to any Interim Rebalancing Amount and/or Development Manager
Overrun, and (y) Development Manager shall use good faith, diligent efforts to advise Owner with
respect to the activities of the Contractor and Architect of which it has Knowledge as provided in
this Agreement and to devote such time and personnel as required to support such good faith,
diligent efforts.



     2.8 Development Manager Not Responsible for Construction Means, Etc. Development
Manager shall not have control or charge of and shall not be responsible for construction means,
methods, techniques or procedures, or for safety precautions and programs, in connection with the
construction of the Project.



     2.9 Confidential Information. Development Manager agrees to keep confidential all
information with respect to the terms and conditions of this Agreement, non-public financial
information of Owner, and any other information provided by Owner to Development Manager in
connection with this Agreement that Owner indicates in writing should be treated as confidential
(collectively, the “Confidential Information”). Development Manager shall not release, publish, or
otherwise distribute the Confidential Information, except as may be required by Law and except to
Development Manager’s attorneys and consultants in connection with the exercise of Development
Manager’s rights or the performance of its obligations under this Agreement.



     2.10 Delivery Delays



          (a) Delay in Shell and Core Delivery. If Shell and Core Delivery occurs after the
Guaranteed Delivery Date (as it may be adjusted pursuant to the express terms of this Agreement),
then Development Manager shall pay to Owner an amount (the “Delivery Delay Amount”) equal to One
Million Four Hundred Twenty-Six Thousand Dollars ($1,426,000) per month (prorated based on the
actual number of days in the applicable month to determine a per diem amount) for the period of
time that elapses after the Guaranteed Delivery Date until Shell and Core Delivery actually occurs.
Such payment, if any, (i) shall be due from Development Manager to Owner within thirty (30) days
after Shell and Core Delivery occurs, (ii) shall be in addition to (and not in substitution of) any
Development Manager Overrun due from Development Manager to Owner on account of any such delay and
(iii) shall be subject to the limitation of liability set forth in Section 11.17(a)(ii).
Concurrent with or following payment of any Delivery Delay Amount, Development Manager may deliver
a consent to an amendment to the Letter of Credit providing for a reduction in the stated amount of
Letter of Credit by the amount of the Delivery Delay Amount paid. Provided that the consent
accurately states the amount by which the Letter of Credit shall be reduced, Owner shall execute
and return the consent to amendment to Development Manager within seven (7) days after receipt of
the
consent. If Development Manager fails to pay the Delivery Delay Amount within thirty (30)
days after Shell and Core Delivery occurs, then Owner may, without notice to Development Manager,
draw upon the Letter of Credit and use the proceeds from such draw to pay Owner the Delivery Delay
Amount. No Delivery Delay Amount shall be deemed to be payable hereunder unless Owner has provided
written notice to Development Manager specifying the deficiencies in the Shell and Core purporting
to create the existence of Development Manager’s obligation to pay the Delivery Delay Amount.
Failure by Owner to provide such written notice to Development Manager within seven (7) days after
the applicable Guaranteed Delivery Date shall



18









 







constitute a full and final waiver by Owner to claim
such Delivery Delay Amount. OWNER AND DEVELOPMENT MANAGER ACKNOWLEDGE AND AGREE THAT THE DELIVERY
DELAY AMOUNT REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE ACTUAL DAMAGES, IN ADDITION TO ANY
INTERIM REBALANCING AMOUNT AND/OR DEVELOPMENT MANAGER OVERRUN BUT SUBJECT TO THE LIMITATION SET
FORTH IN SECTION 11.17(a)(ii), WHICH OWNER WOULD INCUR BY REASON OF DEVELOPMENT MANAGER’S FAILURE
TO ACHIEVE SHELL AND CORE DELIVERY BY THE GUARANTEED DELIVERY DATE (AS IT MAY BE ADJUSTED PURSUANT
TO THE EXPRESS TERMS OF THIS AGREEMENT), AND THAT SUCH ACTUAL DAMAGES WOULD BE DIFFICULT IF NOT
IMPOSSIBLE TO DETERMINE WITH SPECIFICITY. OWNER AND DEVELOPMENT MANAGER FURTHER ACKNOWLEDGE AND
AGREE THAT THE REQUIREMENT OF THE PAYMENT BY DEVELOPMENT MANAGER OF THE DELIVERY DELAY AMOUNT TO
OWNER IN SUCH EVENT DOES NOT CONSTITUTE A PENALTY OR FORFEITURE.

 


	 	 	 	 	 
	 

	 	 	 	 
	OWNER’S INITIALS

	 	DEVELOPMENT MANAGER’S INITIALS
	 	 






          (b) Contractor Payments. The Delivery Delay Amount shall be offset by the actual
amounts (if any) received by Owner from the Contractor pursuant to Section 14.6.10 (Liquidated
Damages for Delay) of the Construction Contract (after deducting any actual costs incurred by Owner
to collect such amounts to the extent such collection costs are not recovered from the Contractor
after diligent efforts). If, subsequent to the payment of any Delivery Delay Amount by Development
Manager to Owner under this Section 2.10, Owner recovers any amounts from the Contractor that would
be subject to offset pursuant to the previous sentence, including liquidated damages pursuant to
Section 14.6.10 of the Construction Contract or payments accepted by Owner in lieu of liquidated
damages, then Owner promptly shall refund such offset amounts to Development Manager. Owner shall
diligently pursue enforcement and collection of the liquidated damages due Owner under the
Construction Contract, including commencement of legal action against Contractor, without regard to
whether any Delay Delivery Amount is then due under this Agreement. At Development Manager’s
request, Owner shall assign to Development Manager Owner’s rights to recover such amounts from the
Contractor, in which event Owner’s obligation to pursue enforcement and collection of such amounts
and to offset such amounts against the Delivery Delay Amount shall be of no further force and
effect. Notwithstanding such assignment, Owner shall reasonably cooperate with Development Manager
in connection with its pursuit of such amounts. Owner’s obligations under this Section 2.10 shall
survive the termination of this Agreement.



          (c) Arbitration. Without limiting Owner’s rights and obligations and Development
Manager’s rights and obligations pursuant to this Article 2, any disputes between Owner and
Development Manager as to the existence or extent of any Delivery Delay Amount or offset of
Delivery Delay Amount shall be resolved pursuant to the arbitration proceedings set forth in
Section 10.1; provided, however, that such right of arbitration shall not in any manner impede or
prevent Owner from drawing on the Letter of Credit as and when allowed under this Section 2.10
prior to the final resolution obtained pursuant to such arbitration proceeding.



19









 





ARTICLE 3

DEVELOPMENT MANAGER’S STAFF




     Development Manager shall retain at all times such experienced personnel as may be necessary
to perform its obligations hereunder and to efficiently manage the development and construction of
the Project, including, without limitation, the persons designated as Project Managers pursuant to
Section 2.3(d), as such persons may be replaced, from time to time, pursuant to Section 2.3(d).
Accordingly, subject to Section 2.3(d), Development Manager agrees that the staff available to
Development Manager in connection with its performance of this Agreement shall at all times consist
of sufficient qualified management personnel, who shall use such of their time and effort as is
reasonably necessary to assure the full performance of Development Manager’s obligations under this
Agreement. Development Manager may engage attorneys and consultants to perform services as a
Project Cost to the extent that such costs are included in the Development Budget.



ARTICLE 4

DUTIES AND RIGHTS OF OWNER




     4.1 Cooperation. Owner agrees, during the term of this Agreement, to review all
matters requiring its approval hereunder in a timely manner and otherwise to cooperate with
Development Manager with respect to the development and construction of the Project. Unless
otherwise specifically provided herein, Owner shall notify Development Manager of its approval or
disapproval of any matter requiring Owner’s prior consent within ten (10) days after Development
Manager’s request therefor. If Owner disapproves of any matter requiring its approval in its
reasonable (as opposed to sole) discretion, then Owner shall provide written detail to Development
Manager within the requisite time period of ten (10) days as to its reason(s) for disapproval.
Owner shall cooperate with Development Manager in a commercially reasonable manner in the
enforcement of the performance by Contactor, Architect and all other consultants retained by Owner
in connection with the development of the Project and shall consult with Development Manager and
consider in good faith Development Manager’s recommendations in connection with the supervision and
management of the Contractor, Architect and such consultants and in connection with the enforcement
of the rights and remedies of Owner under the Construction Contract, the Architect-Owner Agreement
and the other contracts listed on Exhibit I.



     4.2 Use of Contingency. The use and application of Contingency shall be permitted, required and/or approved in
accordance with the terms and conditions of this Section 4.2. Development Manager shall be
permitted to effect a transfer or allocation of Contingency for any reason or purpose or as a
result of any cause (but consistent with customary construction management) without first obtaining
the Owner’s approval except as follows:



          (a) Building One Hard Cost Contingency. Development Manager shall not be permitted to
effect a transfer or allocation of any Building One Hard Cost Contingency to a line item in the
Development Budget representing Hard Costs for Building Two or Building Three, unless and until the
Building Two and Three Hard Cost Contingency has been depleted.



20









 





          (b) No Hard Cost to Soft Cost. Development Manager shall not be permitted to effect a
transfer or allocation of any Building One Hard Cost Contingency or Building Two and Three Hard
Cost Contingency to a line item in the Development Budget representing Soft Costs.



          (c) No Soft Cost to Hard Cost. Development Manager shall not be permitted to effect
any Soft Cost Contingency to a line item in the Development Budget representing Hard Costs.



          (d) Use of Contingency to Mitigate Force Majeure Events. The Guaranteed Delivery
Price shall not be subject to adjustment as a result of any Force Majeure Event unless and until
Development Manager has applied or used twenty-five percent (25%) of then unused Building Two and
Three Hard Cost Contingency (but not to exceed $1,016,188 in the aggregate for the current and all
previous Force Majeure Events) to mitigate against such Force Majeure Event (including, without
limitation, use of such Contingency to overtime and/or increased material costs) in conformance
with the restrictions set forth in clauses (a) and (b) above.



     4.3 Project Changes. Changes to the Final Plans and Specifications, Project Schedule
and Development Budget shall be allowed, submitted and approved only in accordance with the terms
and conditions of this Section 4.3.



          (a) Changes not Requiring Owner Consent. Development Manager shall have the
authority, without the requirement to obtain Owner’s consent (provided that Development Manager
shall provide Owner with written notice of any of the following within forty-eight (48) hours after
they occur), to propose and approve (i) changes to the Development Budget involving expenditures of
less than Twenty Thousand Dollars ($20,000) (any such changes, “Minor Changes”), (ii) Line Item
Savings Changes, (iii) changes to the Development Budget or Project Schedule resulting from City
Caused Changes or that otherwise require Owner’s approval (other than Owner Scope Changes and
material changes to the Project design or Final Plans and Specifications, which shall in all events
be subject to Owner’s prior approval), that Development Manager has submitted to Owner for its
approval pursuant to Section 4.3(b), that Owner has not approved, and that Development Manager
implements notwithstanding Owner’s disapproval or failure to respond to a request for approval
(which changes shall not be Permitted Changes unless either Owner and Development Manager agree
that they are Permitted Changes or
Development Manager elects to submit to arbitration pursuant to Section 10.1 either the
determination as to whether they are Permitted Changes or Owner’s disapproval or failure to respond
to a request for approval of any such changes that would, if approved, be Permitted Changes and the
final determination of such dispute is in favor of Development Manager), and (iv) immaterial
changes to the Final Plans and Specifications or Project design that impact the Development Budget
in an amount that does not exceed Twenty Thousand Dollars ($20,000). All other changes to the
Final Plans and Specifications, Project Schedule and/or Development Budget shall require Owner’s
prior consent in accordance with Section 4.3(b) below.



          (b) Changes Requiring Owner Consent. Development Manager shall not have the
authority, without first obtaining Owner’s consent, to approve a change to the Final Plans and
Specifications, Project Schedule or Development Budget except as provided in Section 4.3(a).



21









 





               (i) RCO. If a Change Order is required (x) pursuant to this Agreement for Permitted
Changes, or (y) if the Development Manager determines, in its reasonable discretion, that any other
change to the Final Plans and Specifications is necessary or desirable (any such change, a
“Development Manager Plan Change”), then Development Manager shall, within five (5) days after
obtaining Knowledge of such Permitted Change (other than an Owner Scope Change, for which the
Change Order procedure is provided below) or determination of the need or desirability of such
Development Manager Plan Change, deliver to Owner or Owner’s representative a Request for Change
Order (“RCO”) specifying the anticipated scope and cost of the Permitted Change or Development
Manager Plan Change. Within ten (10) days after Owner’s receipt of an RCO from Development
Manager, Owner shall notify Development Manager of Owner’s approval or disapproval of such RCO,
which approval shall not be unreasonably withheld (other than with respect to an RCO submitted by
reason of an Owner Scope Change, approval of which may be given or withheld by Owner in Owner’s
sole and absolute discretion). Notwithstanding the foregoing, an RCO for an Owner Scope Change
relating to a Scope Verification Request (as defined in the Construction Contract) shall be
delivered promptly following receipt by Development Manager from Contractor of such Scope
Verification Request and Owner shall approve or disapprove such RCO within ten (10) days after
Owner’s receipt from Contractor of the Scope Verification Request and an RCO for an Owner Scope
Change relating to a Construction Change Directive (as defined in the Construction Contract) shall
be submitted and approved or disapproved in accordance with the terms of the Construction Contract.
Following approval of an RCO, if any, by Owner, Development Manager shall have authority to act
for and on behalf of Owner to implement and incorporate the applicable changes, amendments or
modifications to the Development Budget (but not Guaranteed Delivery Price), the Final Plans and
Specifications, and/or the Project Schedule (but not Guaranteed Delivery Date, Guaranteed
Substantial Completion Date or Guaranteed Completion Date). Owner will grant Development Manager
the authority to implement any approved RCO in the Construction Contract.



               (ii) Owner’s Approval of Change Order. Following approval of an RCO, if any, by
Owner, Development Manager shall prepare and deliver to Owner or Owner’s representative a Change
Order containing the following information: (1) a detailed estimate of the increase or decrease
(if any), which shall be determined on an equitable and reasonable basis, in the Development Budget
and the Guaranteed Delivery Price (if applicable) resulting from the change (utilizing the line
item classifications set forth in the Development Budget) and (2) a
detailed revision (if any), which shall be completed on an equitable and reasonable basis, to
the Final Plans and Specifications, the Project Schedule, the Guaranteed Delivery Date, the
Guaranteed Substantial Completion Date and/or the Guaranteed Completion Date resulting from the
change. Within five (5) days following receipt of a Change Order pursuant to this Section
4.3(b)(ii) which conforms in all material respect with an approved RCO (and otherwise within
fifteen (15) days after receipt of a Change Order), Owner shall notify Development Manager of
Owner’s approval or disapproval of such Change Order, which approval shall not be unreasonably
withheld (other than with respect to a Change Order prepared by reason of an Owner Scope Change,
approval of which may be given or withheld by Owner in Owner’s sole and absolute discretion).



               (iii) Owner Scope Changes. Owner reserves the right to require any Owner Scope Change
that it deems necessary, desirable or appropriate in its sole and absolute



22









 







discretion, subject to
compliance with the Key Documents and provided that Owner shall consult with Development Manager
and consider in good faith Development Manager’s recommendations before requiring the
implementation of such Owner Scope Change. An Owner approved Change Order (pursuant to Section
4.3(b)(ii) above) that results from an Owner Scope Change shall authorize the changes to the
Project Schedule, Development Budget and Final Plans and Specifications reflected in such approved
Change Order. Without limiting the foregoing, Owner and Development Manager acknowledge that Owner
intends to submit an Owner Scope Change for certain infrastructure modifications to the Building
One Plans and Specifications. If (x) such Owner Scope Change is submitted prior to September 1,
2008, (y) such Owner Scope Change is substantial similar to or less than the scope of work
described in the proposals attached hereto as Exhibit J, and (z) such Owner Scope Change is
reasonably inferable from the Preliminary Building One Plans and Specifications by Contractor, then
Development Manager shall not be permitted to claim that such Owner Scope Change is a Permitted
Change to the Project Schedule or the Guaranteed Delivery Date for Building One provided that the
Contractor likewise does not or is not permitted to claim an adjustment to Contract Time under the
Construction Agreement in connection therewith.



               (iv) Changes not requiring Change Orders. If a change to the Development Budget or
Project Schedule cannot be made by Development Manager without Owner’s consent pursuant to this
Section 4.3 (including, without limitation, for Permitted Changes, for the transfer or allocation
of Contingency which requires Owner’s approval or for the increase in hard costs due to an increase
in the cost of materials), and if such change does not require a Change Order, then Development
Manager shall deliver to Owner or Owner’s representative a Request for Approval (“RA”) specifying
the anticipated scope and cost of the change to the Development Budget or Project Schedule. Within
ten (10) days after Owner’s receipt of an RA from Development Manager, Owner shall notify
Development Manager of Owner’s approval or disapproval of such RA, which approval shall not be
unreasonably withheld (other than with respect to an RA submitted by reason of an Owner Scope
Change, approval of which may be given or withheld by Owner in Owner’s sole and absolute
discretion). Following approval of an RA, if any, by Owner, Development Manager shall have
authority to act for and on behalf of Owner to implement and incorporate the applicable changes,
amendments or modifications to the Development Budget and/or the Project Schedule. Owner will
grant Development Manager the authority to implement any approved RA in the Construction Contract.



          (c) Effect of Changes on Development Manager’s Obligations. As between Owner and
Development Manager with respect to Development Manager’s obligations for Development Manager
Overrun, (i) only Permitted Changes shall be deemed amendments or modifications to the Project
Schedule and/or the Development Budget that impact the Guaranteed Delivery Date, Guaranteed
Substantial Completion Date, Guaranteed Completion Date and/or Guaranteed Delivery Price,
respectively, (ii) the impact, if any, of approved Development Manager Plan Changes on the
Development Budget and/or Project Schedule shall not be deemed amendments or modifications to the
Guaranteed Delivery Price, Guaranteed Delivery Date, Guaranteed Substantial Completion Date and/or
Guaranteed Completion Date, respectively, and (iii) if, in connection with an Owner Scope Change,
Development Manager notifies Owner that the pursuit of such Owner Scope Change is delaying or may
delay any component of the Project, Owner, in response to such notification, instructs or requests



23









 







Development Manager to stop or slow any component of the Project, and Owner does not subsequently
approve an RCO or Change Order submitted by reason of such Owner Scope Change, then any actual
delay that results from such stoppage or slowing of the Project shall be an Owner Caused Delay.



     4.4 Inspection. Owner and its consultants and designees shall have access to the
Project for purposes of observing, testing and inspecting the work. Owner reserves the right, as a
Project Cost, to retain a construction inspector (“Inspector”) of Owner’s choosing to oversee the
development and construction on behalf of Owner. Development Manager shall cooperate with, and
ensure reasonable access to the Property and to all books and records relating to the Project to,
the Inspector. The estimated cost of such Inspector is included in the Development Budget. All
Monthly Requisition Packages and all RCOs and Change Orders which require the approval of Owner
shall be submitted to Owner and the Inspector concurrently for their review. Owner shall be
entitled to rely on, and shall have no obligation to approve any such matter without, the
recommendation of the Inspector. In exercising its rights under this Section 4.4, Owner shall
exercise and shall use commercially reasonable efforts to cause its consultants and designees
(including the Inspector) to exercise due care to not materially increase the Project Costs or
delay to any material extent the progress of construction of the Project.



     4.5 Owner’s Failure to Fund. Except as otherwise provided in this Agreement, and
subject to Development Manager’s obligations for Development Manager Overrun pursuant to Section
6.3, Owner shall pay all Project Costs (as reflected in the Development Budget) incurred in
connection with the development and construction of the Project in accordance with Section 2.5, and
shall provide to Development Manager evidence of payment of the requisitioned amount set forth in
any Monthly Requisition Package within the time period required under (and subject to the procedure
provided in) Section 2.5 concurrent with the payment of same. If Owner fails to pay all or any
portion of the requisitioned amounts set forth in any Monthly Requisition Package (subject to the
procedure provided in Section 2.5 for Incomplete Invoices), Development Manager may issue a written
notice thereof to Owner detailing all amounts due and unpaid (such notice a “Funding Failure
Notice”). Development Manager shall not be entitled to suspend work or terminate this Agreement so
long as Owner pays all amounts reflected in the Funding Failure Notice within ten
(10) days after receipt of the Funding Failure Notice. Any such failure to fund shall be deemed an
Owner Caused Delay as of the tenth (10th) day following receipt of the Funding Failure
Notice and without any requirement for further notification from Development Manager. After the
issuance of four (4) Funding Failure Notices under this Agreement and upon issuance of any and each
subsequent Funding Failure Notice, the following shall apply with respect to each subsequent
failure by the Owner to fund:



          (a) Each such subsequent failure to fund shall be deemed an Owner Caused Delay as of the date
of receipt of the Funding Failure Notice and without any requirement for further notification from
Development Manager;



          (b) For purposes of calculating changes to the Project Schedule resulting from such failure to
fund, the dates for achievement of the Milestones, the Guaranteed Delivery Date, the Guaranteed
Substantial Completion Date, and the Guaranteed Completion Date shall each be extended two (2) days
for each day that Owner fails to pay all or any portion of the requisitioned amounts after the date
Owner was obligated to pay all or any portion of the requisition amounts



24









 







pursuant to Section 2.5
without any requirement for approval by Owner of an RCO or RA (as applicable) pursuant to Section
4.3(b), unless the actual delay resulting from such failure to fund exceeds the foregoing automatic
extension. If the actual delay exceeds the automatic extension, then Development Manager shall
submit a RCO or RA (as applicable) for the required change to the Project Schedule pursuant to
Section 4.3(b), and the impact on the Project Schedule reflected in such RCO or RA (if and as
approved by Owner pursuant to Section 4.3(b)), rather than the automatic extension, shall be used
to determine the impact of such failure to fund on the Project Schedule; and



          (c) Changes required to the Final Plans and Specifications or Development Budget, if any,
resulting from such failure to fund shall be subject to the approval provisions for an Owner Caused
Delay pursuant to Section 4.3(b).


Notwithstanding anything in this Section 4.5, Development Manager shall have the right to
terminate this Agreement as provided in Section 7.3.




     4.6 Right to Review and Inspect. From time to time upon at least five (5) days prior
written request of Owner, Development Manager shall permit the review and inspection of Development
Manager’s compliance with the terms and conditions of this Agreement. Such review and inspection
may be performed by Owner’s employees, consultants, attorneys or agents. For purposes of such
review and inspection, Owner’s employees, consultants, attorneys or agents shall have the right to
review and inspect Development Manager’s records relating to this Agreement and Development
Manager’s performance hereunder. Any such review and inspection shall take place during regular
business hours at Development Manager’s principal place of business, and shall be performed at
Owner’s sole cost and expense.



     4.7 Rights Typically Vested in Owners. 



          (a) Lien Protection. Notwithstanding anything to the contrary contained in this
Agreement and without regard to the rights and obligations granted to or imposed on
Development Manager under this Agreement, Owner shall have all the rights and benefits
typically vested in an owner of property, including, without limitation, the right to perform all
necessary and appropriate acts to protect the Property and Project against liens or encumbrances of
any type or form (including, without limitation, the right to post bonds in connection with work
performed by the Contractor, Architect or any subcontractor, laborer or materials supplier).



          (b) Self Help. Notwithstanding anything to the contrary contained in this Agreement,
if (i) Substantial Completion of the Project does not occur by the Guaranteed Substantial
Completion Date, (ii) Completion of the Project does not occur by the Guaranteed Completion Date,
or (iii) Development Manager fails to perform any other obligation (whether monetary or otherwise)
which it is required to perform under this Agreement and such failure is not remedied within any
cure period provided in this Agreement, then Owner shall have the right, but not the obligation, to
perform such obligation on behalf of Development Manager, subject to the requirements of this
Section 4.7(b). Prior to commencing performance, Owner shall provide written notice to Owner
specifying the Development Manager’s failure to perform beyond applicable notice and cure periods,
the action that Owner intends to take to rectify such failure and the Owner’s reasonable estimate
of the cost of such action (which cost estimate shall



25









 







not be binding on Owner or limit Owner’s
ability to recover from Development Manager the actual costs incurred as provided below) (such
notice being defined as the “Self-Help Notice”). If the Development Manager does not then commence
to cure such failure to perform within seven (7) days following the receipt of the Self Help Notice
from Owner and diligently and continuously pursue such cure thereafter, Owner shall thereafter have
the right (but not the obligation) to perform the action described in the Self Help Notice and any
other actions incidental thereto. If Owner performs such obligation on behalf of Development
Manager, all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’
fees) reasonably incurred by Owner in connection therewith (referred to herein collectively as the
“Self Help Costs”) shall be Project Costs and subject to Development Manager’s obligations for
Development Manager Overrun.



          (c) Not Sole Remedy. Nothing in Section 4.7(b) shall limit or otherwise modify any of
the rights or remedies of Owner specified elsewhere in this Agreement except the limitation of
liability set forth in Section 11.17(a)(ii). Without limiting Owner’s rights and Development
Manager’s obligations pursuant to this Section 4.7, any disputes between Owner and Development
Manager as to the Owner’s exercise of its rights under this Section 4.7 or the existence or extent
of any Self Help Costs shall be resolved pursuant to the arbitration proceedings set forth in
Section 10.1.



ARTICLE 5

DEVELOPMENT MANAGER COMPENSATION




     5.1 Development Fee. For Development Manager’s services in connection with the
development and construction of the Project as set forth in this Agreement, Owner shall pay a
development fee to Development Manager in the aggregate amount of Three Million Dollars
($3,000,000) (the “Development Fee”). The Development Fee shall constitute a Project Cost and
shall be payable as follows: (a) Two Hundred Fifty Thousand Dollars ($250,000) upon execution of
this Agreement for services
rendered by Development Manager to date (receipt of which is hereby acknowledged); (b) an
additional Five Hundred Thousand Dollars ($500,000) upon execution of this Agreement (receipt of
which is hereby acknowledged); (c) an amount equal to two percent (2%) of the total amount
requested in each Monthly Requisition Package pursuant to Section 2.5 (other than the amount of the
invoice for the Development Fee) until Development Manager has received Two Million Eight Hundred
Thousand Dollars ($2,800,000), in the aggregate, of the Development Fee (which shall be billed by
Development Manager and payable by Owner as part of the applicable Monthly Requisition Package);
and (d) Two Hundred Thousand Dollars ($200,000) within thirty (30) days after Completion of the
Project.



     5.2 Development Manager Cost Reimbursement. In addition to the other payments
required to be made by Development Manager under this Agreement, Development Manager shall pay and
be solely responsible for all costs and expenses incurred by Development Manager for its overhead
and operations in connection with its performance under this Agreement, including, without
limitation, salaries, employee costs, employee benefits costs, fees, and commissions paid to
employees or agents of Development Manager.




26











 





ARTICLE 6

PROJECT COST SAVINGS AND OVERRUNS




     6.1 Interim Balancing Requirement. Within thirty (30) days after the Interim Reconciliation Date, Development Manager shall prepare
calculations comparing the Remaining Funding Obligation to the estimated remaining Project Costs as
of the Interim Reconciliation Date and submit such calculations to Owner. The “Remaining Funding
Obligation” shall be determined by subtracting the aggregate amount of Project Costs actually paid
by Owner as of the Interim Reconciliation Date from the Guaranteed Delivery Price (as it may have
been adjusted for Permitted Changes previous to the Interim Reconciliation Date). Owner shall have
fourteen (14) days to review and either approve or disapprove such calculations. If Development
Manager does not provide such calculations within such thirty-day period, or if Owner reasonably
disapproves such calculations provided by the Development Manager, then Owner may prepare such
calculations itself based on previous reporting by the Development Manager pursuant to this
Agreement. If such calculations (as approved by Owner, or with such modifications as Owner and
Development Manager may mutually agree upon, in their respective reasonable discretion, or as
prepared by Owner if Development Manager does not prepare them within the required time period
above) indicate that (a) 110% of the Remaining Funding Obligation is less than (b) the aggregate of
(i) remaining Project Costs (less any unused Contingency) required to achieve Completion of the
Project on or prior to the Guaranteed Completion Date and otherwise in accordance with the
Development Budget and Project Schedule (as each may have been adjusted pursuant to this Agreement
previous to the Interim Reconciliation Date), and (ii) any earned but unpaid retention amounts then
payable to third parties, then the Development Budget shall be deemed “out-of-balance” and the
difference resulting from such calculation (the “Interim Rebalancing Amount”) shall be paid by
Development Manager to Owner within fourteen (14) days after receipt of Owner’s Payment Demand
therefor. Upon payment of the Interim Rebalancing Amount, Development Manager may amend the Letter
of Credit without Owner’s consent to reduce the stated amount by the Interim Rebalancing Amount.
If Development Manager fails to pay the Interim Rebalancing Amount within fourteen (14) days after
the receipt of Owner’s Payment Demand therefor, then Owner may, without notice to Development
Manager, draw upon the Letter of Credit and use the proceeds from such draw to reimburse Owner for,
or directly fund payment to third parties (including without limitation Development Manager) of,
Project Costs.



     6.2 Project Cost Savings. Within thirty (30) days after the final determination of the Project Costs (including, without
limitation, receipt of unconditional final lien releases from the Contractor and all subcontractors
and material suppliers) or the Completion of the Project, whichever is later (the “Final
Determination Date”), Development Manager shall prepare calculations comparing the actual, total
Project Costs incurred by Owner against the Guaranteed Delivery Price (as adjusted by Permitted
Changes only) and the Development Budget (as adjusted by any changes allowed under this Agreement),
to determine whether any savings in Project Costs have been achieved (such comparison being defined
as the “Final Cost Reconciliation”). Owner shall have fourteen (14) days to review and either
approve or disapprove the Final Cost Reconciliation prepared by Development Manager. If Development
Manager does not provide the Final Cost Reconciliation
within such thirty day period, or if Owner reasonably disapproves the Final Cost Reconciliation
provided by the Development Manager, then Owner may prepare the Final Cost Reconciliation itself
based on previous



27









 







reporting by the Development Manager pursuant to this Agreement. If the Final
Cost Reconciliation (as approved by Owner, or with such modifications as Owner and Development
Manager may mutually agree upon, in their respective reasonable discretion, or as prepared by Owner
if Development Manager does not prepare it within the required time period above) indicate that the
actual, total Project Costs incurred by Owner are less than the Guaranteed Delivery Price, as
adjusted by any Permitted Changes pursuant to this Agreement, the difference shall be defined as
“Project Cost Savings”. All Project Cost Savings shall accrue to Owner, and Owner shall not be
obligated to pay any Project Cost Savings to Development Manager, except only as follows:



          (a) Owner shall reimburse Development Manager for the Interim Rebalancing Amount from (and
only to the extent of) any Project Cost Savings;




          (b) If and to the extent there are Project Cost Savings remaining after any payments made
pursuant to clause (a) above, Owner shall pay Development Manager any unused Building Two and Three
Hard Cost Contingency; and




          (c) If and to the extent there are Project Cost Savings remaining after any payments made
pursuant to clause (a) above, Owner shall pay Development Manager, from (and only to the extent of)
any unused Soft Cost Contingency, the aggregate amount of the Building Two and Three Hard Cost
Contingency actually applied or used by Development Manager to mitigate against any Force Majeure
Event.



All payments to Development Manager pursuant to clauses (a), (b) and (c) above shall be paid by
Owner within thirty (30) days after the Final Determination Date. Owner shall not be obligated to
pay to Development Manager any Project Cost Savings or savings in Contingency or other line items,
other than as specifically identified in clauses (a), (b) and (c) of this Section 6.2.




     6.3 Project Cost Overruns; Letter of Credit.



          (a) Development Manager Overrun. The Development Manager shall be responsible for the
payment of all Development Manager Overrun.




          (b) Payment of Development Manager Overrun. If the Final Cost Reconciliation approved
or prepared by Owner pursuant to Section 6.2 indicates that the actual, total Project Costs
incurred by Owner exceed the Guaranteed Delivery Price, Development Manager shall pay to Owner the
Development Manager Overrun within fourteen (14) days after receipt of Owner’s Payment Demand
therefor. Upon payment of the Development Manager Overrun and any Delivery Delay Amount, the
Letter of Credit shall be returned to Development Manager pursuant to Section 6.3(c)(iii). If
Development Manager fails to pay the Development Manager Overrun within fourteen (14) days after
the receipt of Owner’s Payment Demand therefor, then Owner may, without notice to Development
Manager, draw upon the Letter of Credit and use the proceeds from such draw to reimburse Owner for,
or directly fund payment to third parties (including without limitation Development Manager) of,
the Development Manager
Overrun. Owner shall have no obligation to segregate the proceeds of any draw from the Letter
of Credit from its general funds or to pay interest thereon.




28









 








          (c) Security for Development Manager Overrun.




               (i) As security for Development Manager’s obligation to pay the Development Manager Overrun
(including the Interim Rebalancing Amount, if any, as of the Interim Reconciliation Date and the
Termination Rebalancing Amount, if any, as of the Default Termination Date) and any Delivery Delay
Amount when due, Development Manager shall concurrently with the execution of this Agreement
deliver to Owner an irrevocable and automatically renewable standby, at-sight letter of credit (the
“Letter of Credit”), in the amount of Twenty Million Dollars ($20,000,000) (the “Letter of Credit
Amount”), naming Owner as the beneficiary, with an outside expiration date not earlier than May 15,
2011 (the “LC Expiration Date”) and issued by Bank of America, N.A. in the form attached hereto as
Exhibit F.



               (ii) If the Letter of Credit expires earlier than the LC Expiration Date, Owner will accept a
renewal thereof (such renewal letter of credit to be in effect and delivered to Owner, as
applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which
shall be irrevocable and automatically renewable as above provided through the LC Expiration Date
upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to
Owner. Following any draw by Owner of any portion of the Letter of Credit, Development Manager
shall have no obligation to provide Owner with additional letter(s) of credit in an amount equal to
the deficiency of the remaining amount of the Letter of Credit and the Letter of Credit Amount.
If the Letter of Credit is not timely renewed or replaced as required by this Section 6.3(c)(ii),
Owner shall have the right to present the Letter of Credit to the issuing bank for payment of its
full face amount and to hold and apply the proceeds pursuant to the terms of this Agreement.



               (iii) Within thirty (30) days of the later to occur of: (i) the Final Determination Date; (ii)
full payment by Development Manager of all Development Manager Overrun and Delivery Delay Amount
(either directly, or with proceeds from Owner’s draw on the Letter of Credit) if due and (ii) full
payment of the Termination Rebalancing Amount if due, Owner shall return to Development Manager the
original Letter of Credit (including all original amendments and renewals thereto) together with
any unused proceeds from any draws on the Letter of Credit and execute any documentation required
to release Owner’s interest in the Letter of Credit.



               (iv) If Development Manager makes any payments to Owner hereunder of Development Manager
Overrun (including the Interim Rebalancing Amount) or any Delivery Delay Amount, Development
Manager may deliver, either concurrently with or following such payment, a consent to an amendment
to the Letter of Credit providing for a reduction in the stated amount of Letter of Credit by the
amount of any such payments made by Development Manager. Provided that the consent accurately
states the amount by which the Letter of Credit shall be reduced, Owner shall execute and return
the consent to amendment to Development Manager within seven (7) days after receipt of the consent.



     6.4 Arbitration. Without limiting Owner’s rights and obligations and Development Manager’s rights and obligations
pursuant to this Article 6, any disputes between Owner and Development Manager as to the existence
or extent of any Interim Rebalancing Amount as of



29









 







Interim Reconciliation Date, and/or as to the
existence or extent of any Project Savings or Development Manager Overrun as of the Final
Determination Date, shall be resolved pursuant to the arbitration proceedings set forth in Section
10.1; provided, however, that such right of arbitration shall not in any manner impede or prevent
Owner from drawing on the Letter of Credit as and when allowed under Section 6.1 or Section 6.3
prior to the final resolution obtained pursuant to such arbitration proceeding.



     6.5 Survival. The provisions of this Article 6 shall survive the termination of this Agreement.



ARTICLE 7

TERMINATION




     7.1 Termination by Owner.



          (a) Unless earlier terminated by the express provisions hereof, this Agreement shall continue
in full force and effect from the date hereof until the Completion of the Project. Notwithstanding
the foregoing, Owner may terminate this Agreement immediately upon the occurrence of an Event of
Default (defined below) or if there is a Hunter/Storm Change of Control. Prior to termination
based on a Hunter/Storm Change of Control, Owner shall reasonably consider proposals submitted by
or on behalf of Development Manager for replacement control or management of the Development
Manager and completion of the Project notwithstanding the Hunter/Storm Change of Control.




          (b) An “Event of Default,” as used in this Agreement, shall mean (i) the commission by
Development Manager of an act involving fraud, willful misconduct, gross negligence, or
misappropriation of Owner’s funds; provided, however, that if the conduct constituting fraud,
willful misconduct, gross negligence, or misappropriation was committed (A) by any person retained
or engaged by Development Manager other than the Hunter/Storm Principals or Project Manager and (B)
without Development Manager’s Knowledge, then such conduct may be cured by Development Manager if,
immediately upon learning of such conduct, Development Manager removes said person from any
involvement with the Project, and within fourteen (14) days after learning of such conduct,
commences all appropriate action necessary to remediate the situation and protect the interests of
Owner, including, diligently prosecuting full restitution to Owner of all damages caused by such
conduct, and, if applicable, commencing proceedings to terminate the engagement of such person, in
compliance with applicable Law; (ii) any breach of this Agreement by Development Manager continuing
for thirty (30) days after notice from Owner (or ten (10) days after notice from Owner with respect
to a breach of a monetary obligation), provided, that with respect to non-monetary breaches if such
breach is reasonably susceptible of cure, Development Manager shall have an additional period to
remedy such breach so long as Development Manager promptly commences to remedy such breach and
diligently prosecutes such remedy to completion; (iii) the dissolution or termination of the
limited liability company existence of Development Manager if such dissolution or termination
would materially adversely affect Development Manager’s ability to perform its obligations
hereunder; (iv) the filing of proceedings by or against Development Manager for bankruptcy,
insolvency, reorganization or other relief of debtors, if such proceedings, if involuntary, are not
dismissed within sixty (60) days after filing, or any assignment for the benefit of the creditors
of



30









 






Development Manager; and (v) the failure by Development Manager to pay any costs or expenses for
which Development Manager is responsible hereunder which results in the filing of a mechanic’s lien
against the Project that is not released of record by payment or posting of a proper bond within
fourteen (14) days after Development Manager’s first obtains Knowledge of such lien.




     7.2 Payments upon Termination by Owner. If this Agreement is terminated by Owner as a result of a Hunter/Storm Change of Control,
Development Manager shall not be entitled to receive any future payments toward the Development
Fee, but Owner shall pay Development Manager all accrued but unpaid payments toward the Development
Fee; provided, however, that any monthly installment of Development Fee which is payable for the
month of termination shall be prorated based on the number of days of the month prior to the
effective day of termination. If this Agreement is terminated by Owner as a result of an Event of
Default, all accrued but unpaid Development Fees shall accrue to the sole benefit of Owner, and
Development Manager shall, within thirty (30) days of the date of such termination, pay to Owner
the aggregate amount of the Development Fees previously received by Development Manager as of such
date of termination. The aggregate amount of the Development Fee so permitted to be retained or
received by Owner pursuant to this Section 7.2 shall be referred to herein as the “Termination
Fee”. OWNER AND DEVELOPMENT MANAGER ACKNOWLEDGE AND AGREE THAT THE TERMINATION FEE REPRESENTS A
FAIR AND REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH OWNER WOULD INCUR BY REASON OF AN EVENT OF
DEFAULT BY DEVELOPMENT MANAGER AND THE TERMINATION OF THIS AGREEMENT BY OWNER, AND THAT SUCH ACTUAL
DAMAGES WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE WITH SPECIFICITY. OWNER AND DEVELOPMENT
MANAGER FURTHER ACKNOWLEDGE AND AGREE THAT THE RETENTION BY OWNER OF THE TERMINATION FEE AND THE
REQUIREMENT OF THE PAYMENT BY DEVELOPMENT MANAGER OF THE TERMINATION FEE IN SUCH EVENT DOES NOT
CONSTITUTE A PENALTY OR FORFEITURE.




	 	 	 
	 	 	 
	OWNER’S INITIALS

	 	DEVELOPMENT MANAGER’S INITIALS






     7.3 Termination by Development Manager. Development Manager may terminate this Agreement if (i) Owner fails to pay or to permit to be
paid the Development Fee when due and payable and such failure continues for thirty (30) days after
written notice thereof from Development Manager to Owner; or (ii) a delay of more than eight (8)
months in the date for achievement of any Milestone or in the date for Shell and Core Delivery,
Substantial Completion of the Project or Completion of the Project as set forth in
the Project Schedule attached hereto as Exhibit D that results from the cumulative effect
of any and all Owner Caused Delays and Owner Scope Changes. Upon such termination, Development
Manager shall not be entitled to receive any future payments toward the Development Fee but Owner
shall pay Development Manager all accrued but unpaid payments toward the Development Fee; provided,
however, that any monthly installment of Development Fee which is payable for the month of
termination shall be prorated based on the number of days of the month prior to the effective day
of termination.



     7.4 Consequences of Termination. Upon termination of this Agreement:



31









 





          (a) Development Manager shall deliver to Owner any and all records or documents pertaining to
the Project which are necessary or desirable for the ownership of the Project. Development Manager
further agrees to do all other things reasonably necessary to cause an orderly transition of the
management of the Project without detriment to the rights of Owner or to the continued management
of the Project.




          (b) If this Agreement is terminated pursuant to Section 7.1, within thirty (30) days following
the effective date of such termination (the “Default Termination Date”), Development Manager shall
prepare calculations comparing the Remaining Funding Obligation to the remaining Project Costs as
the Default Termination Date and submit such calculations to Owner. Owner shall have fourteen (14)
days to review and either approve or disapprove such calculations prepared by Development Manager.
If Development Manager does not provide such calculations within such thirty day period, or if
Owner reasonably disapproves the calculations provided by the Development Manager, then Owner may
prepare such calculations itself based on previous reporting by the Development Manager pursuant to
this Agreement. If such calculations (as approved by Owner, or with such modifications as Owner
and Development Manager may mutually agree upon, in their respective reasonable discretion, or as
prepared by Owner if Development Manager does not prepare them within the required time period
above) indicate that (a) the Remaining Funding Obligation is less than (b) the aggregate of (i)
remaining Project Costs (less any unused Contingency) required to achieve Completion of the Project
on or prior to the Guaranteed Completion Date and otherwise in accordance with the Development
Budget and Project Schedule (as each may have been adjusted pursuant to this Agreement previous to
the Default Termination Date), and (ii) any earned but unpaid retention amounts then payable to
third parties, then the Development Budget shall be deemed “out-of-balance” and the difference
resulting from such calculation (the “Termination Rebalancing Amount”) shall be paid by Development
Manager to Owner within fourteen (14) days after receipt of Owner’s Payment Demand therefor.
Within five (5) days following payment of the Termination Rebalancing Amount, Owner shall return to
Development Manager the original Letter of Credit (including all original amendments and renewals
thereto) together with any unused proceeds from any draws on the Letter of Credit, and execute any
documentation required to release Owner’s interest in the Letter of Credit. If Development Manager
fails to pay the Termination Rebalancing Amount within fourteen (14) days after the receipt of
Owner’s Payment Demand therefor, then Owner may, without notice to Development Manager, draw upon
the Letter of Credit and use the proceeds from such draw to reimburse Owner for, or directly fund
payment to third parties of, Project Costs and, within five (5) days after such draw,
return to Development Manager the original Letter of Credit (including all original amendments
and renewals thereto) together with any unused proceeds from any draws on the Letter of Credit, and
execute any documentation required to release Owner’s interest in the Letter of Credit.




          (c) If this Agreement is terminated pursuant to Section 7.3, Owner shall return to Development
Manager the original Letter of Credit (including all original amendments and renewals thereto)
together with any unused proceeds from any draws on the Letter of Credit, and execute any
documentation required to release Owner’s interest in the Letter of Credit.




          (d) From and after the effective date of the termination, the authority granted to Development
Manager to act on Owner’s behalf hereunder shall terminate.




32









 








     7.5 Arbitration of Disputes Regarding Defaults. Without limiting Owner’s rights and obligations or Development Manager’s rights and obligations
pursuant to this Article 7, any disputes between Owner and Development Manager as to the existence
or extent of any default shall be resolved pursuant to the arbitration proceedings set forth in
Section 10.2 and/or any disputes between Owner and Development Manager as to the existence or
extent of any Termination Rebalancing Amount as of the Default Termination Date shall be resolved
pursuant to the arbitration proceedings set forth in Section 10.1; provided, however, that such
right of arbitration shall not in any manner impede or prevent Owner from drawing on the Letter of
Credit as and when allowed under Section 7.4 prior to the final resolution obtained pursuant to
such arbitration proceeding.



ARTICLE 8

INSURANCE AND CLAIMS




     8.1 Insurance. Upon execution of this Agreement, Development Manager shall promptly furnish Owner with a copy
of Development Manager’s current certificates of errors and omissions, commercial general liability
(including, without limitation, coverage for bodily injury, or death in any one occurrence,
property damage and contractual liability covering Development Manager’s indemnity obligations
under this Agreement), and workers compensation insurance policies, which policies Development
Manager shall be required to keep in full force and effect during the term of this Agreement. The
errors and omissions insurance shall be in a minimum amount of $1,000,000, and the contractual
liability insurance shall be in a minimum amount of $5,000,000. Upon Owner’s request from time to
time, Development Manager shall furnish Owner with evidence that such insurance policies remain in
full force and effect. The premium for Development Manager’s insurance policies required to be
maintained under this Section 8.1 shall be a Project Cost. Development Manager shall have Owner,
its shareholders, officers, directors, employees and consultants included as an additional insured
under Development Manager’s commercial general liability insurance policy required to be maintained
pursuant to this Agreement. Owner shall maintain such property insurance on the Project as may be
required by the Construction Contract with such additional coverages as Owner in its sole and
absolute discretion elects.



     8.2 Indemnification.



          (a) Development Manager shall indemnify, defend, save Owner and its respective officers,
directors, trustees, employees, representative, attorneys and agents (collectively “Owner
Indemnified Parties” and each an “Owner Indemnified Party”) and hold the Owner Indemnified Parties
harmless from any and all loss, liability, injury, damage and expense (including reasonable
attorneys’ fees and expenses of litigation) which the Owner Indemnified Parties shall incur or
suffer by reason of any of the following, provided that Development Manager’s obligations hereunder
shall not extend to any claim arising from the negligence or willful misconduct of the Owner: (i)
any breach of any Development Manager’s agreements, obligations or responsibilities contained in
this Agreement; (ii) arising from or related to any contract or agreement entered into or
obligation assumed by Development Manager that is outside the scope or terms of this Agreement; and
(iii) any negligence, fraud or willful misconduct by Development Manager or its agents, contractors
or representatives. Nothing in this Section 8.2(a) shall forbid or restrict Owner’s right to
insurer indemnification



33









 






under any one or more insurance policies under which Development Manager is
required by this Agreement to name Owner as an additional insured.




          (b) Owner shall indemnify, defend and save Development Manager and its officers, directors,
trustees, partners, members, representatives, attorneys and agents (collectively “Development
Manager Indemnified Parties” and each a “Development Manager Indemnified Party”) and hold the
Development Manager Indemnified Parties harmless from any and all loss, liability, injury, damage
and expense (including reasonable attorneys’ fees and expenses of litigation) which Development
Manager Indemnified Parties shall incur or suffer by reason of any of the following, provided that
Owner’s obligations hereunder shall not extend to any claim arising from the negligence or willful
misconduct of the Development Manager: (i) any breach of any Owner’s agreements, obligations or
responsibilities contained in this Agreement provided that Owner shall have been provided notice
and the opportunity to cure, (ii) any negligence, fraud or willful misconduct by Owner or its
agents, employees, contractors or representatives, (iii) Development Manager’s performance of its
duties under this Agreement so long as Development Manager’s acts or omissions (A) do not exceed
its authority granted Development Manager under this Agreement, (B) are not in breach of any of the
Development Manager’s agreements, obligations or responsibilities contained in this Agreement, (C)
are not negligent or (D) do not involve fraud or willful misconduct. Nothing in this Section
8.2(b) shall forbid or restrict Development Manager’s right to insurer indemnification under any
one or more insurance policies under which Owner is required by this Agreement to name Development
Manager as an additional insured.




          (c) The provisions of this Section 8.2 shall survive the expiration or termination of this
Agreement.




     8.3 Waiver of Subrogation. Owner hereby waives and releases Development Manager for damages to the Project caused by fire
or other casualty, regardless of cause or origin, including the active or passive negligence or
misconduct of Development Manager or of any of Development Manager’s contractors, subcontractors,
consultants or agents. Development Manager hereby waives and releases Owner
for damages to the Project caused by fire or other casualty, regardless of cause or origin,
including the active or passive negligence or misconduct of Owner or of any of Owner’s contractors,
subcontractors, consultants, agents and employees. Each party shall promptly give to its insurance
company written notice of the mutual waivers contained in this Section, and shall cause its
insurance policies to be properly endorsed, if necessary, to prevent the invalidation of any
insurance coverages by reason of the mutual waivers contained in this Section. A waiver of
subrogation shall be effective as to a person or entity even though that person or entity would
otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance
premium directly or indirectly, and whether or not the person or entity had an insurable interest
in the property damaged.



ARTICLE 9

NOTICES




     Any and all notices under this Agreement shall be given in writing, and shall be effective (i)
on the fourth (4th) business day after being sent by registered or certified mail,
return receipt requested, postage prepaid, (ii) on the first (1st) business day after being sent by
express mail, or



34









 







commercial overnight delivery service providing a receipt for delivery, (iii) on
the date of hand delivery or (iv) on the date actually received (as evidenced by written
confirmation of such receipt), if sent by any other method (including, without limitation, by
facsimile or electronic communication). In order to be effective, all such notices shall be
addressed as follows (or to such other address of which any party may give written notice to the
other parties from time to time):



     Notices to Owner shall be addressed to:



	 	 	 	 	 
	 	 	Brocade Communications Systems, Inc.
	 	 	1745 Technology Drive
	 	 	San Jose, California 95110
	 	 	Attention: Michael Hirahara, Dir. of Real Estate
	 

	 	Fax No.:
	 	(408) 333-8101
	 

	 	Phone No.:
	 	(408) 333-6452
	 

	 	Email:
	 	mhirahar@brocade.com






     With copies thereof addressed to:



	 	 	 	 	 
	 	 	Brocade Communications Systems, Inc.
	 	 	1745 Technology Drive
	 	 	San Jose, California 95110
	 

	 	Attention:
	 	Richard Deranleau, CFO
	 

	 	Fax No.:
	 	(408) 333-5955
	 

	 	Phone No.:
	 	(408) 333-8149
	 

	 	Email:
	 	rderanle@brocade.com
	 
	 	 	 	 
	 

	 	And to:	 	 
	 
	 	 	 	 
	 	 	Jodi B. Fedor, Esq.
	 	 	Ellman Burke Hoffman & Johnson
	 	 	601 California Street, Nineteenth Floor
	 	 	San Francisco, California 94108
	 

	 	Fax No.:
	 	(415) 495-7587
	 

	 	Phone No.:
	 	(415) 777-2727
	 

	 	Email:
	 	jfedor@ellman-burke.com






     Notices to Development Manager shall be addressed to:



	 	 	 	 	 
	 	 	MFP/Hunter@First Development Partners, LLC
	 	 	10121 Miller Avenue, Suite 200
	 
	 	 	 	 
	 	 	Cupertino, California 95014
	 

	 	Attention:
	 	Derek K. Hunter, Jr.
	 

	 	Fax No.:
	 	408-255-4100
	 

	 	Phone No.:
	 	408-996-8425
	 

	 	Email:
	 	deke@hunterproperties.com






35









 






	 	 	 	 	 
	 

	 	And to:	 	 
	 
	 	 	 	 
	 	 	MFP/Hunter@First Development Partners, LLC
	 	 	10121 Miller Avenue, Suite 200
	 	 	Cupertino, California 95014
	 

	 	Attention:
	 	Curtis Leigh
	 

	 	Fax No.:
	 	408-255-4100
	 

	 	Phone No.:
	 	408-996-8425
	 

	 	Email:
	 	curtis@hunterproperties.com
	 
	 	 	 	 
	 

	 	And to:	 	 
	 
	 	 	 	 
	 	 	MacFarlane Urban Realty Company
	 	 	201 Spear Street, 12th Floor
	 	 	San Francisco, California 94105-1636
	 	 	Attention: Thomas C. Klugherz
	 

	 	Fax No.:
	 	(415) 356-2511
	 

	 	Phone No.:
	 	(415) 356-2500
	 

	 	Email:
	 	tklugherz@macfarlanepartners.com
	 
	 	 	 	 
	 

	 	And to:	 	 
	 
	 	 	 	 
	 	 	Coblentz, Patch, Duffy & Bass LLP
	 	 	One Ferry Building
	 	 	Suite 200
	 	 	San Francisco, California 94111
	 	 	Attention: Danna Kozerski
	 

	 	Fax No.:
	 	415-989-1663
	 

	 	Phone No.
	 	415-772-5776
	 

	 	Email:
	 	dmk@cpdb.com






ARTICLE 10

ARBITRATION




     10.1 Arbitration Regarding Certain Permitted Changes, Change Orders, Development Manager
Overrun and Self Help Costs.



          (a) No Owner Caused Delay, City Caused Change or Force Majeure Event shall be deemed to have
occurred or to have resulted in a Permitted Change if Owner, in good faith, issues a bona fide
denial that an Owner Caused Delay, City Caused Change or Force Majeure Event has occurred by
delivering written notice to Development Manager (any such notice, a “Denial Notice”) within seven
(7) days after receipt of Development Manager’s written notice of a purported Owner Caused Delay,
City Caused Change or Force Majeure Event, until such time as a final determination by arbitration
as provided in this Section 10.1 that an Owner Caused Delay, City Caused Change or Force Majeure
Event, as applicable, has occurred. If Owner fails to deliver a Denial Notice within such seven
(7) day period, Owner may not thereafter dispute that such Owner Caused Delay, City Caused Change
or Force Majeure Event occurred.




36









 








          (b) If Development Manager, in good faith, disputes Owner’s disapproval of any Change Order
(other than Change Orders with respect to Owner Scope Changes, which shall be in Owner’s sole
discretion), Development Manager may issue written notice to Owner of such dispute (any such
notice, a “Dispute Notice”) within seven (7) days after receipt of Owner’s disapproval of a
proposed Change Order. If Development Manager fails to deliver a Dispute Notice within such seven
(7) day period, Development Manager may not thereafter dispute Owner’s disapproval of such Change
Order.




          (c) No Development Manager Overrun, Interim Rebalancing Amount, or Termination Rebalancing
Amount shall be deemed payable if (i) Development Manager, in good faith, issues a bona fide denial
that such Development Manager Overrun, Interim Rebalancing Amount or Termination Rebalancing Amount
is due and (ii) Development Manager delivers written notice of such denial to Owner (an “Overrun
Denial Notice”) within seven (7) days after receipt by Development Manager of Owner’s Payment
Demand for payment of such Development Manager Overrun, Interim Rebalancing Amount or Termination
Rebalancing Amount; provided, however, that (i) both parties shall be bound by any previous
arbitration decision with respect to Owner Caused Delay, City Caused Change, Force Majeure Events
and Change Orders as they impact determinations of Permitted Changes, Interim Rebalancing Amount,
Termination Rebalancing Amount and/or Development Manager Overrun, and Development Manager may not
deliver an Overrun Denial Notice based on a dispute as to whether any Permitted Change has occurred
or the impact of any such Permitted Change if based on an Owner Caused Delay, City Caused Change,
Force Majeure Event and/or Change Order that previously was the subject of arbitration pursuant to
this Section 10.1 (unless the ruling of the previous arbitration was in favor of Development
Manager); and (ii) the delivery of an Overrun Denial Notice and/or any dispute over Development
Manager Overrun, Interim Rebalancing Payment or Termination Rebalancing Amount shall not in any
manner impede or prevent Owner from first drawing on the Letter of Credit to reimburse or fund
Owner for any Development Manager Overrun, Interim Rebalancing Amount or Termination Rebalancing
Amount. However, if, pursuant to any arbitration proceedings conducted pursuant to this Section
10.1, it is finally determined by the Qualified Construction Matters Arbitrator that a
Development Manager Overrun, Interim Rebalancing Amount or Termination Rebalancing Amount, as
applicable, was not due in whole or in part (such amount not due in whole or in part referred to as
the “Excess Development Manager Overrun”), and if prior to such final determination Owner drew on
the Letter of Credit to reimburse Owner for or directly fund such Excess Development Manager
Overrun, Owner shall refund to Development Manager the amount of such Excess Development Manager
Overrun within fourteen (14) days following the date of such final determination. If Development
Manager fails to deliver an Overrun Denial Notice within seven (7) days after receipt of Owner’s
Payment Demand, Development Manager may not thereafter dispute that the Development Manager Overrun
or Interim Rebalancing Amount evidenced by Owner’s Payment Demand exists.




          (d) Owner shall not exercise its Self-Help Rights, and no Self Help Costs shall be deemed
payable, if (i) Development Manager, in good faith, issues a bona fide denial that Owner has the
right to exercise its Self-Help Rights and (ii) Development Manager delivers written notice of such
denial to Owner (an “Self Help Denial Notice”) within seven (7) days after receipt by Development
Manager of Owner’s Self-Help Notice. If Development Manager fails to deliver a Self Help Denial
Notice within seven (7) days after receipt of Owner’s Self




37









 







Help Notice, Development Manager may not
thereafter dispute Owner’s exercise of its Self Help Rights pursuant to such Self Help Notice, nor
Development Manager’s obligation to pay the Self Help Costs incurred as a result of Owner’s
exercise of such Self Help Rights.




          (e) If either party delivers a Denial Notice, Dispute Notice, Overrun Denial Notice or Self
Help Denial Notice (as applicable) to the other within the applicable time set forth above, either
party may commence an expedited arbitration proceeding to resolve the issues raised by the Dispute
Notice pursuant to the Streamlined Arbitration Rules and Procedure of the Judicial Arbitration and
Mediation Service (“JAMS”). The arbitration shall be conducted in San Jose, California and decided
by the Qualified Construction Matters Arbitrator. Pending the resolution of the dispute by
arbitration, all of the parties’ respective obligations under this Agreement shall continue. As
promptly as practical, the Qualified Construction Matters Arbitrator shall (x) consider the
evidence submitted by the parties and (y) upon notice to all parties, determine whether an Owner
Caused Delay, City Caused Change, Force Majeure Event, wrongful disapproval of a Change Order,
Development Manager Overrun or Self Help Right, as applicable, has occurred or is payable by
Development Manager, which shall be the only issue to be determined by the arbitrator. The
Qualified Construction Matters Arbitrator shall have no authority to award any legal or equitable
relief (including monetary damages). Each party reserves its right to a trial by a court of law or
equity of any claim for legal or equitable relief as a consequence of any event of default,
although in any such trial the decision of the Qualified Construction Matters Arbitrator shall be
binding with respect to the issues determined by such Qualified Construction Matters Arbitrator.
The decisions of the Qualified Construction Matters Arbitrator shall be final and binding upon the
parties and a judgment thereon may be entered in any court having jurisdiction, except that either
party may contest and obtain judicial review of the reasonableness of the Qualified Construction
Matters Arbitrator’s determination of the cost of the arbitration. The costs of any arbitration
pursuant to this Section 10.1 shall be funded fifty percent (50%) by each party, and the parties
shall bear their own attorneys’ fees, during the arbitration. The prevailing party in the
arbitration shall be repaid all of such reasonable expenses (including reasonable attorneys’ fees
and costs) by the non-prevailing party within thirty (30)
days after receiving notice of the Qualified Construction Matters Arbitrator’s decision. The
Development Fee shall continue to be paid to Development Manager hereunder and the Development
Manager shall continue to perform its obligations hereunder following the giving of any Dispute
Notice, Denial Notice, Overrun Denial Notice or Self Help Denial Notice and during the pendency of
any arbitration proceeding pursuant to this Section 10.1.




     10.2 Arbitration Regarding Defaults. Until the Determination Date (defined below), no default shall be deemed to have occurred if (i)
the alleged defaulting party, in good faith, issues a bona fide denial that the alleged default has
occurred and (ii) the alleged defaulting party delivers notice of such denial to the other party
within seven (7) days after receipt by such party of any notice from the other party alleging the
occurrence of such default (any such notice, a “Default Notice”). The “Determination Date” shall
be deemed to occur only upon the final determination by arbitration as provided in this Section
10.2 that a default has occurred. If a party delivers a Default Notice to the other party and the
other alleged defaulting party delivers the denial described above within the time set forth above,
either party may commence an expedited arbitration proceeding to resolve the issues raised by the
Default Notice pursuant to JAMS. The arbitration shall be conducted in San Jose, California and
decided by a single Qualified Default Matters Arbitrator selected in accordance with JAMS rules.
The applicable



38









 







cure period for the alleged default shall be tolled pending the resolution of the
dispute by arbitration. As promptly as practical after being appointed, the Qualified Default
Matters Arbitrator so chosen shall (i) consider the evidence submitted by the parties and (ii) upon
notice to all parties, determine whether the subject default has occurred. The only issues to be
determined by the arbitrator shall be whether the subject default has occurred. The Qualified
Default Matters Arbitrator shall have no authority to award any legal or equitable relief
(including monetary damages). Each party reserves its right to a trial by a court of law or equity
of any claim for legal or equitable relief as a consequence of any event of default, although in
any such trial the decision of the Qualified Default Matters Arbitrator shall be binding with
respect to the issues determined by such Qualified Default Matters Arbitrator. The decisions of
the Qualified Default Matters Arbitrator shall be final and binding upon the parties and a judgment
thereon may be entered in any court having jurisdiction, except that either party may contest and
obtain judicial review of the reasonableness of the Qualified Default Matters Arbitrator’s
determination of the cost of the arbitration. The costs of any arbitration pursuant to this
Section 10.2 shall be funded fifty (50%) by each party, and the parties shall bear their own
attorneys’ fees, during the arbitration. The prevailing party in the arbitration shall be repaid
all of such reasonable expenses (including reasonable attorneys’ fees and costs) by the
non-prevailing party within thirty (30) days after receiving notice of the Qualified Default
Matters Arbitrator’s decision. The Development Fee shall continue to be paid to Development
Manager hereunder and Owner and Development Manager shall continue to perform their obligations
hereunder following the giving of any Default Notice and during the pendency of any arbitration
proceeding pursuant to this Section 10.2.



ARTICLE 11

MISCELLANEOUS




     11.1 Successors and Assigns. The agreements contained herein shall be binding upon and inure to the benefit of the permitted
successors and assigns of the respective parties hereto. Development Manager shall not mortgage,
pledge, sell, assign, hypothecate, or otherwise encumber, transfer or permit to be transferred in
any manner or by any means whatsoever whether voluntarily or by operation of law, all or any part
of its interest in this Agreement. Owner may assign this Agreement and transfer the Letter of
Credit, together without the consent of Development Manager, to any person or entity which acquires
all or substantially all of the Project.



     11.2 Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of
California.



     11.3 Severability. If for any reason any provision of this Agreement is determined to be invalid, or unenforceable
in any circumstance, such invalidity or unenforceability shall not impair the effectiveness of the
other provisions in this Agreement, or, to the extent permissible, the effectiveness of such
provision in other circumstances.



     11.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original of this Agreement binding on the parties hereto.



39









 





     11.5 Consent. Except to the extent otherwise specifically provided in this Agreement, whenever in this
Agreement the consent or approval of Owner or Development Manager is required, it is agreed by
Owner and Development Manager that such consent or approval shall not be unreasonably withheld,
conditioned or delayed.



     11.6 Attorneys’ Fees. Should either party hereto institute any action or proceeding in court or other dispute
resolution mechanism against the other party, by reason of or alleging the failure of the other
party to comply with any or all of its obligations of this Agreement, whether for declaratory or
other relief, then the party which prevails in such action or proceeding shall be entitled, in
addition to any other recovery or relief, to its reasonable attorneys’ fees and expenses related
thereto (whether at the administrative, trial or appellate levels) (“Legal Costs”). A party shall
be deemed to have prevailed in any such action or proceeding (without limiting the generality of
the foregoing) if such action is dismissed upon the payment by the other party of the sums
allegedly due or the performance of obligations allegedly not complied with, or if such party
obtains substantially the relief sought by it in the action, irrespective of whether such action is
prosecuted to judgment. As used in this Section 11.6, the term Legal Costs shall include, without
limitation, reasonable actual attorneys’ and experts’ fees, costs and expenses incurred in the
following: (i) post judgment motions and appeals; (ii) contempt proceedings; (iii) garnishment,
levy, and debtor and third party examinations; (iv) discovery; and (v) bankruptcy litigation.



     11.7 Time of Essence. Time is of the essence of each and every term, condition, obligation and provision hereof. All
references herein to a particular time of day shall be deemed to refer to California time.



     11.8 Captions. Any captions to, or headings of, the Articles or the Sections of this Agreement are solely for
the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for
the interpretation or determination of the validity of this Agreement or any provision hereof.



     11.9 No Obligation to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement
shall not be deemed to confer any rights upon, nor obligate any of the parties thereto, to any
person or entity other than the parties hereto.



     11.10 Further Assurances. The parties agree to execute and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purposes of this Agreement.



     11.11 Consent to Jurisdiction. Development Manager and Owner each consent to the personal jurisdiction of the federal and state
courts of the State of California, and agrees that service of process may be made upon them by
certified mail, return-receipt requested, or in any other manner permitted by law. Development
Manager and Owner each agree not to assert in any action brought in any such court that such action
is brought in an inconvenient form, or otherwise make any objection to venue or jurisdiction.



     11.12 Relationship of Parties. The relationship between Owner and Development Manager under this Agreement shall be that of an
owner and an independent contractor. Neither



40









 







Owner nor Development Manager intend to create, and
this Agreement shall not be construed as creating, a partnership or a joint venture between the
parties. Except as otherwise expressly provided in this Agreement, neither of the parties hereto
shall have any authority to act for, or to assume any obligation or responsibility on behalf of,
such other party.



     11.13 Amendments. No amendment or modification of this Agreement shall be effective unless reflected in a document
executed and delivered by the party to be bound.



     11.14 Remedies Cumulative. All rights, privileges and remedies afforded the parties by this Agreement shall be cumulative
and not exclusive, and the exercise of any one (1) of such remedies shall not be deemed to be a
waiver of any other right, remedy or privilege provided for herein or available at law or equity.



     11.15 No Waiver. The failure of either party to seek redress for violation of or to insist upon strict
performance of any covenant, agreement, provision or condition of this Agreement shall not
constitute a waiver of such violation, act or omission, and such party shall have all remedies
provided for in this Agreement and by applicable law with respect to such violation or other act or
omission and any subsequent violation, act or omission.



     11.16 Gender. The use herein of (i) the singular number shall be deemed to mean the plural, (ii) the masculine
gender shall be deemed to mean the feminine or neuter and (iii) the neuter gender shall be deemed
to mean the masculine or feminine whenever the sense of this Agreement so requires.



     11.17 Limitation on Liability.



          (a) Development Manager’s liability hereunder shall be limited as follows:




               (i) The aggregate total liability of Development Manager (and its successors and assigns) to
Owner under this Agreement or arising out of or in connection with the services provided hereunder
(other than concerning Development Manager Overrun, Interim Rebalancing Amount, Termination
Rebalancing Amount, Self Help Costs or Delivery Delay Amount) shall not exceed an amount equal to
the aggregate Development Fee payable to Development Manager hereunder (regardless of whether or to
what extent the Development Fee has actually been paid).



               (ii) The aggregate total liability of Development Manager (and its successors and assigns) to
Owner under this Agreement for Development Manager Overrun, Interim Rebalancing Amount, Termination
Rebalancing Amount, Self Help Costs and Delivery Delay Amount shall not exceed the
originally-stated amount of the Letter of Credit.



               (iii) Liability with respect to the entry and performance of this Agreement, however it may
arise, with respect to Development Manager shall be asserted and enforced only against Development
Manager and not against any member of Development Manager or any of their property. Any and all
personal liability, if any, beyond that which may be asserted against Development Manager is
expressly waived and released by Owner and by all persons claiming by, through or under Owner.



41









 





          (b) The aggregate total liability of Owner (and its successors and assigns) to Development
Manager under this Agreement shall not exceed Owner’s interest in the Property and Project.
Liability with respect to the entry and performance of this Agreement, however it may arise, with
respect to Owner shall be asserted and enforced only against Owner and not against any officer,
director or shareholder of Owner or any of their property. Any and all personal liability, if any,
beyond that which may be asserted against Owner is expressly waived
and released by Development Manager and by all persons claiming by, through or under
Development Manager.




     11.18 Competitive Projects.



          (a) Development Manager may, individually or with others, engage or possess an interest in
other projects and ventures of every nature and description, including, but not limited to, the
ownership, financing, leasing, operation, management, brokerage, development and sale of real
property and projects other than the Project, even if those other projects and ventures are in the
vicinity of or competitive with the Project. Owner shall not have any right to the income or
profits derived therefrom.




          (b) Owner acknowledges that Affiliates of Development Manager are engaged, directly and
indirectly, in development of the developments adjacent to the Project, which includes, among other
things, a mixed use development , an office development and a retail development. Owner
acknowledges that the Affiliates of Development Manager may continue to be engaged directly and
indirectly in such developments. Owner shall not have any right by virtue of this Agreement in and
to such developments or the income or profits derived from such developments. The status of
Development Manager under this Agreement shall be without prejudice to the rights of the Affiliates
of Development Manager to have such other interests and activities, and to enjoy profits or
compensation therefrom.




          (c) The foregoing and anything else in this Agreement notwithstanding, Development Manager
shall (i) at all times treat its obligations with respect to the Project with at least an equal
regard as compared to its other projects and ventures, and (ii) not discriminate against Owner or
the interests of Owner in the Property or Project, or systematically impede or obstruct the full
realization by Owner of its interests in the Property or Project, in connection with the exercise
of Development Manager’s rights or the discharge of Development Manager’s obligations under this
Agreement or the agreements and documents governing its other project or ventures.




     11.19 References to Days; Performance. All references to “days” and all periods for performance or notices specified in terms of days
shall be calendar days, and not business days, unless otherwise provided herein. If the date or
day for performance of any obligation, covenant or notice under this Agreement shall fall on a
Saturday, Sunday or legal holiday under the laws of the State of California, the date or day for
performance thereof shall be extended to the next business day. For purposes of this Agreement, a
“business day” means any day except Saturday, Sunday, or a legal holiday under the laws of the
State of California.



     11.20 Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or
written, including any letter of intent or letter of



42









 







understanding previously executed by such
parties, if any, and contains the entire agreement between Owner and Development Manager as to the
subject matter hereof. No subsequent agreement, representation, or promise made by
either party hereto, or by or to an employee, officer, agent or representative of either party
shall be of any effect unless it is in writing and executed by the party to be bound thereby.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




43









 








     IN WITNESS WHEREOF, Owner and Development Manager have executed this Agreement as of the date
first above written.



OWNER:




BROCADE COMMUNICATIONS SYSTEMS, INC.,

a Delaware corporation




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Richard Deranleau 

Its: Vice President of Finance and Chief Financial Officer
	 	 






MFP/HUNTER@FIRST DEVELOPMENT PARTNERS, LLC,

a Delaware limited liability company




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	MFP/HUNTER@FIRST OFFICE PARTNERS, LLC,
	 	 	a Delaware limited liability company
	 	 	Its: Sole Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	USO At First, LLC,
	 	 	 	 	a California limited liability company
	 	 	 	 	Its: Administrative Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Technology Station Associates, LLC,
	 	 	 	 	 	 	a California limited liability company
	 	 	 	 	 	 	Its: Sole Member
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hunter/Storm Univ. Station, LLC,	 	 
	 	 	 	 	 	 	 	 	a California limited liability company	 	 
	 	 	 	 	 	 	 	 	Its: Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Hunter/Storm, Inc.,	 	 
	 	 	 	 	 	 	 	 	 	 	a Delaware corporation	 	 
	 	 	 	 	 	 	 	 	 	 	Its: Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 

Derek K. Hunter, Jr. 

Its: President and Secretary
	 	 







44









 








EXHIBIT A




LEGAL DESCRIPTION OF PROPERTY



Real property in the City of San Jose, County of Santa Clara, State of California, more
particularly described as follows:




PARCEL ONE:



Parcels 1, 2 and 3 as shown upon that certain Map entitled “Parcel Map – Parcel 5 is for
Condominium Purposes being a subdivision of Parcels 1, 2 and 3 as shown on that certain Parcel Map
filed for record on August 14, 2007 in Book 817 of Maps, page 23 and 24, Santa Clara County
Records”, which Map was filed in the Office of the Recorder, County of Santa Clara, State of
California on May 5, 2008, in Book 824 of Maps, at pages 39, 40, 41 and 42, Santa Clara County
Records, as amended by that certain Certificate of Correction recorded May 13, 2007 as Instrument
No. 19851478, Official Records.




PARCEL TWO-A:



Unit 1, as said unit is depicted on that certain Condominium Plan entitled “Condominium Plan Parcel
5 at First Condominiums”, which shall hereafter be referred to as (the “Plan”), which Plan is
attached to and which unit is made subject to that certain Declaration of Covenants, Conditions and
Restrictions for Parcel 5 at First Garage Condominiums, a Commercial/Industrial Project, which
shall hereafter be referred to as (the “Declaration”), which Declaration recorded 5-23, 2008 as
Document No. 19683733, Official Records; said Unit being situated on Lot 5 as said lot is shown
upon that certain Map entitled “Parcel Map – Parcel 5 is for Condominium Purposes being a
subdivision of Parcels 1, 2 and 3 as shown on that certain Parcel Map filed for record on August
14, 2007 in Book 817 of Maps, page 23 and 24, Santa Clara County Records”, which Map was filed in
the Office of the Recorder, County of Santa Clara, State of California on May 5, 2008, in Book 824
of Maps, at pages 39, 40, 41 and 42, Santa Clara County Records, as amended by that certain
Certificate of Correction recorded May 13, 2007 as Instrument No. 19851478, Official Records.




PARCEL TWO-B



An undivided 1/2 interest as tenants in common, in the Common Area of Lot 5, as defined in the
Declaration and depicted on the Plan.




EXCEPTING AND RESERVING THEREFROM THE FOLLOWING:





1. All the condominium units depicted on the Plan and defined in the Declaration other than
the condominium unit described in Parcel Two-A above.




2. Non-exclusive easements for access, ingress, egress, support, utilities and other rights,
over, under, upon and through the Common Area, appurtenant to all units, as said easements
and rights are defined in the Declaration.



Exhibit A
– Page 1









 






3. All easements as provided for in the Declaration.



PARCEL TWO-C:



A non-exclusive easement, appurtenant to Parcel Two-A above, for access, ingress, egress, support,
utilities and all other easements and rights, over, under, upon and through the Common Areas as
said easements and rights are defined in the Declaration.




PARCEL THREE:



Rights and easements granted in that certain Declaration of Master Covenants, Conditions,
Restrictions and Reciprocal Easements recorded October 31, 2007 as Instrument No. 19634748, as
amended by that certain First Supplemental Declaration of Covenants, Conditions, Restrictions and
Reciprocal Easements recorded 5-23, 2008 as Instrument No. 19683731, both of Official Records.




PARCEL FOUR:



Non-exclusive easements for the passage of vehicles and pedestrians, utilities, drainage of storm
waters and runoff as granted in that certain Declaration of Reciprocal Easements @First Office
Project recorded 5-23, 2008 as Instrument No. 19683732, Official Records.




PARCEL FIVE:



Temporary, exclusive easements for parking as granted in that certain Parking Easement Agreement
recorded5-23, 2008 as Instrument No.19683740, Official Records.



APN: Portions of 097-03-079 and 097-03-085 and 097-03-108 and 097-03-087





Exhibit A
– Page 2









 








EXHIBIT A-1




PARCEL MAP



The Parcel Map has been recorded in the official records of Santa
Clara County in Book 842 of Maps at Pages 39–42 on May 5, 2008. A
rendering of the Parcel Map is attached for reference purposes only.




Exhibit A-1
– Page 1









 













Exhibit A-1
– Page 2









 








EXHIBIT A-2




PARKING PARCEL CONDOMINIUM MAP









Exhibit A-2
– Page 1









 













Exhibit A-2
– Page 2









 













Exhibit A-2
– Page 3









 













Exhibit A-2
– Page 4









 













Exhibit A-2
– Page 5









 








EXHIBIT B-1




DESCRIPTION OF BUILDING TWO PLANS AND SPECIFICATIONS




See Attached 3 Pages




Exhibit B-1
– Page 1









 





The Offices @ First — EXHIBIT A1

Index of Drawings and Specificaions — Building 1

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	Architectural Sheet Index	 	 	 	 
	A0.0	 	Cover Sheet
	 	 	5/1/2008	 
	A0.01	 	Index and Project Information
	 	 	5/1/2008	 
	A0.02	 	General Notes
	 	 	5/1/2008	 
	A0.07	 	Accessibility Details and Signage
	 	 	5/1/2008	 
	A0.08	 	Accessibility Details
	 	 	5/1/2008	 
	A1.01	 	Site Plan
	 	 	5/1/2008	 
	A1.03	 	Site Accessibility Details
	 	 	5/1/2008	 
	A2.11	 	First Floor Plan
	 	 	5/1/2008	 
	A2.12	 	Second Floor Plan
	 	 	5/1/2008	 
	A2.13	 	Third Floor Plan
	 	 	5/1/2008	 
	A2.14	 	Fourth Floor Plan
	 	 	5/1/2008	 
	A2.15	 	Penthouse Plan
	 	 	5/1/2008	 
	A2.16	 	Roof Plan
	 	 	5/1/2008	 
	A3.01	 	West Elevation
	 	 	5/1/2008	 
	A3.02	 	North and South Elevation
	 	 	5/1/2008	 
	A3.03	 	East Elevation
	 	 	5/1/2008	 
	A3.11	 	Longitudinal Building Section
	 	 	5/1/2008	 
	A3.12	 	Cross Building Section
	 	 	5/1/2008	 
	A4.01	 	First Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.02	 	Second Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.03	 	Third Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.04	 	Fifth and Sixth Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.05	 	Penthouse Edge of Slab Plan
	 	 	5/1/2008	 
	A5.01	 	Enlarged Lobby Plan
	 	 	5/1/2008	 
	A5.03	 	First Floor Lobby RCP
	 	 	5/1/2008	 
	A5.05	 	Interior Elevations
	 	 	5/1/2008	 
	A5.06	 	Interior Elevations
	 	 	5/1/2008	 
	A5.10	 	Enlarged Restroom Plans and Elevations
	 	 	5/1/2008	 
	A5.11	 	Enlarged Restroom Plans and Elevations
	 	 	5/1/2008	 
	A6.11	 	First Floor RCP Plan
	 	 	5/1/2008	 
	A6.12	 	Second Floor RCP Plan
	 	 	5/1/2008	 
	A6.13	 	Floor RCP Plan For 3rd Floor and Above
	 	 	5/1/2008	 
	A7.01	 	Enlarged Plans Stair #1
	 	 	5/1/2008	 
	A7.02	 	Enlarged Section Stair #1
	 	 	5/1/2008	 
	A7.03	 	Enlarged Plans Stair #1
	 	 	5/1/2008	 
	A7.04	 	Enlarged Section Stair #2
	 	 	5/1/2008	 
	A7.05	 	Stair Details
	 	 	5/1/2008	 
	A7.06	 	Enlarged Stair Section #3
	 	 	5/1/2008	 
	A7.10	 	Enlarged Elevator Plans
	 	 	5/1/2008	 
	A7.11	 	Enlarged Elevator Elevation and Sections
	 	 	5/1/2008	 
	A7.12	 	Elevator Details
	 	 	5/1/2008	 
	A8.01	 	Enlarged Wall Elevation, Section, and Plan At Curtain Wall System
# 1
	 	 	5/1/2008	 
	A8.02	 	Enlarged Wall Elevation, Section, and Plan At Lobby
	 	 	5/1/2008	 
	A8.03	 	Enlarged Wall Elevation, Section, and Plan At Storefront
	 	 	5/1/2008	 
	A8.04	 	Enlarged Wall Elevation, Section, and Plan At Roof Screen
	 	 	5/1/2008	 
	A8.05	 	Enlarged Wall Elevation, Section, and Plan At Building Indentation
	 	 	5/1/2008	 
	A8.06	 	Enlarged Wall Elevation, Section, and Plan At Tower: Base
	 	 	5/1/2008	 
	A8.07	 	Enlarged Wall Elevation, Section, and Plan At Stair Tower
	 	 	5/1/2008	 
	A8.08	 	Enlarged Wall Elevation, Section, and Plan At Wing Wall
	 	 	5/1/2008	 





Vance
Brown, Inc.



Page 1 of 3









 






The Offices @ First — EXHIBIT A1

Index of Drawings and Specificaions — Building 1

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	A8.10	 	Enlarged Wall Elevation, Section, and Plan At Storefront
	 	 	5/1/2008	 
	A8.20	 	Curtain Wall Details
	 	 	5/1/2008	 






	 	 	 	 	 	 	 
	A8.21	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.22	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.24	 	Curtain Wall Details
	 	 	5/1/2008	 
	A9.01	 	Roof Details
	 	 	5/1/2008	 
	A10.00	 	Assembly Schedule
	 	 	5/1/2008	 
	A10.01	 	Partition Schedule
	 	 	5/1/2008	 
	A10.02	 	Partition Schedule
	 	 	5/1/2008	 
	A10.03	 	Partition Schedule
	 	 	5/1/2008	 
	A10.04	 	Partition Details
	 	 	5/1/2008	 
	A10.05	 	Partition Details
	 	 	5/1/2008	 
	A10.06	 	Interior Details
	 	 	5/1/2008	 
	A10.10	 	Door Schedule
	 	 	5/1/2008	 
	A10.11	 	Door Details
	 	 	5/1/2008	 
	A10.30	 	Material and Finish Schedule
	 	 	5/1/2008	 
	A11.01	 	Lobby Details
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Structural Sheet Index	 	 	 	 
	S1.01	 	General Notes
	 	 	5/1/2008	 
	S1.02	 	Typical Details
	 	 	5/1/2008	 
	S1.03	 	Typical Details
	 	 	5/1/2008	 
	S2.11	 	First Floor Foundation Plan
	 	 	5/1/2008	 
	S2.11A	 	First Floor Slab Reinforcement
	 	 	5/1/2008	 
	S2.12	 	Second Floor Framing Plan
	 	 	5/1/2008	 
	S2.13	 	Third Floor Framing Plan
	 	 	5/1/2008	 
	S2.14	 	Fourth Floor Framing Plan
	 	 	5/1/2008	 
	S2.15	 	Mechanical Penthouse Framing Plan
	 	 	5/1/2008	 
	S2.16	 	Roof Framing Plan
	 	 	5/1/2008	 
	S3.01	 	Frame Elevations
	 	 	5/1/2008	 
	S3.02	 	Frame Elevations
	 	 	5/1/2008	 
	S3.03	 	Braced Frame Details
	 	 	5/1/2008	 
	S3.04	 	Braced Frame Details
	 	 	5/1/2008	 
	S4.01	 	Foundation Details
	 	 	5/1/2008	 
	S4.02	 	Foundation Details
	 	 	5/1/2008	 
	S5.01	 	Steel Details
	 	 	5/1/2008	 
	S5.02	 	Steel Details
	 	 	5/1/2008	 
	S5.03	 	Steel Details
	 	 	5/1/2008	 
	S5.04	 	Steel Details
	 	 	5/1/2008	 
	S5.05	 	Steel Details
	 	 	5/1/2008	 
	S5.06	 	Steel Details
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Mechaical Sheet Index	 	 	 	 
	M1.1	 	Drawing Index, Equipment Schedules and Notes
	 	 	5/1/2008	 
	M2.1	 	First Floor HVAC Plan
	 	 	5/1/2008	 
	M2.2	 	Second Floor HVAC Plan
	 	 	5/1/2008	 
	M2.3	 	Third Floor HVAC Plan
	 	 	5/1/2008	 
	M2.4	 	Fourth Floor HVAC Plan
	 	 	5/1/2008	 
	M2.5	 	Penthouse and Low Roof HVAC Eqipment Plan
	 	 	5/1/2008	 
	M2.6	 	Penthouse and Low Roof Coordination Plan
	 	 	5/1/2008	 





Vance
Brown, Inc.



Page 2 of 3









 






The Offices @ First — EXHIBIT A1

Index of Drawings and Specificaions — Building 1

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	Electrical Sheet Index	 	 	 	 
	E1.0	 	Symbol List and Title 24
	 	 	5/1/2008	 
	E1.1	 	Title 24 and Fixture Schedule (Outdoor)
	 	 	5/1/2008	 






	 	 	 	 	 	 	 
	E3.1	 	First Floor Electrical Plan
	 	 	5/1/2008	 
	E3.2	 	Second Floor Electrical Plan
	 	 	5/1/2008	 
	E3.3	 	Third Floor Electrical Plan
	 	 	5/1/2008	 
	E3.4	 	Fourth Floor Electrical Plan
	 	 	5/1/2008	 
	E3.8	 	Penthouse and Roof Electrical Plan
	 	 	5/1/2008	 
	E3.9	 	Penthouse Power Plan
	 	 	5/1/2008	 
	E4.1	 	Single Line Diagram “MSB1A”
	 	 	5/1/2008	 
	E4.2	 	Single Line Diagram “MSB1A”
	 	 	5/1/2008	 
	E4.3	 	Panel Schedules
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Plumbing Sheet Index	 	 	 	 
	P1.0	 	Index, Legends, and Schedule
	 	 	5/1/2008	 
	P2.11	 	First Floor Plan
	 	 	5/1/2008	 
	P2.12	 	Second Floor Plan
	 	 	5/1/2008	 
	P2.13	 	Third Floor Plan
	 	 	5/1/2008	 
	P2.14	 	Fourth Floor Plan
	 	 	5/1/2008	 
	P2.15	 	Penthouse Plan
	 	 	5/1/2008	 
	P3.01	 	Enlarged Plans
	 	 	5/1/2008	 
	P3.02	 	Enlarged Plans
	 	 	5/1/2008	 
	P4.01	 	Details
	 	 	5/1/2008	 
	P4.02	 	Diagrams
	 	 	5/1/2008	 
	P4.03	 	Diagrams
	 	 	5/1/2008	 
	P4.04	 	Diagrams
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Project Specifcations, dated 5/1/08.	 	 	 	 
	BAGG Geotechnical Report, dated 6/18/07.	 	 	 	 
	BAGG Geotechnical Report, dated 01/13/07.	 	 	 	 
	BAGG Geotechnical Report, dated 1/14/08.	 	 	 	 





Vance
Brown, Inc.




Page 3 of 3









 








EXHIBIT B-2




DESCRIPTION OF BUILDING THREE PLANS AND SPECIFICATIONS




See Attached 4 Pages




Exhibit B-2
– Page 1









 





The Offices @ First — EXHIBIT A2

Index of Drawings and Specifications — Building 2

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	Architectural Sheet Index	 	 	 	 
	A0.0	 	Cover Sheet
	 	 	5/1/2008	 
	A0.01	 	Index Sheet Project Information
	 	 	5/1/2008	 
	A0.02	 	General Notes
	 	 	5/1/2008	 
	A0.03	 	Exiting and Occupancy Plans
	 	 	5/1/2008	 
	A0.04	 	Exiting, Occupancy, and Code Analysis
	 	 	5/1/2008	 
	A0.05	 	Exiting, Occupancy, and Code Analysis
	 	 	5/1/2008	 
	A0.06	 	Site Accessible Path of Travel
	 	 	5/1/2008	 
	A0.07	 	Accessibility Details and Signage
	 	 	5/1/2008	 
	A0.08	 	Accessibility Details
	 	 	5/1/2008	 
	A0.09	 	Title 24 Report
	 	 	5/1/2008	 
	A0.10	 	Title 24 Report
	 	 	5/1/2008	 
	A0.11	 	Title 24 Report
	 	 	5/1/2008	 
	A0.12	 	Title 24 Report
	 	 	5/1/2008	 
	A1.01	 	Site Plan
	 	 	5/1/2008	 
	A1.02	 	Enlarged Partial Site Plan
	 	 	5/1/2008	 
	A1.03	 	Site Accessibility Details
	 	 	5/1/2008	 
	A2.11	 	First Floor Plan
	 	 	5/1/2008	 
	A2.12	 	Second Floor Plan
	 	 	5/1/2008	 
	A2.13	 	Third Floor Plan
	 	 	5/1/2008	 
	A2.14	 	Fifth Floor Plan
	 	 	5/1/2008	 
	A2.14A	 	Seventh Floor Plan
	 	 	5/1/2008	 
	A2.15	 	Penthouse Plan
	 	 	5/1/2008	 
	A2.16	 	Roof Plan
	 	 	5/1/2008	 
	A3.01	 	West Elevation
	 	 	5/1/2008	 
	A3.02	 	North and South Elevation
	 	 	5/1/2008	 
	A3.03	 	East Elevation
	 	 	5/1/2008	 
	A3.11	 	Longitudinal Building Section
	 	 	5/1/2008	 
	A3.12	 	Cross Building Section
	 	 	5/1/2008	 
	A4.01	 	First Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.02	 	Second Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.03	 	Third Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.04	 	Fifth and Sixth Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.04A	 	Seventh Floor Edge of Slab Plan
	 	 	5/1/2008	 
	A4.05	 	Penthouse Edge of Slab Plan
	 	 	5/1/2008	 
	A5.01	 	Enlarged Lobby Plan
	 	 	5/1/2008	 
	A5.03	 	First Floor Lobby RCP
	 	 	5/1/2008	 
	A5.05	 	Interior Elevations
	 	 	5/1/2008	 
	A5.06	 	Interior Elevations
	 	 	5/1/2008	 
	A5.10	 	Enlarged Restroom Plans and Elevations
	 	 	5/1/2008	 
	A5.11	 	Enlarged Restroom Plans and Elevations
	 	 	5/1/2008	 
	A6.11	 	First Floor RCP Plan
	 	 	5/1/2008	 
	A6.12	 	Second Floor RCP Plan
	 	 	5/1/2008	 
	A6.13	 	Floor RCP Plan for Typ. Floor
	 	 	5/1/2008	 
	A6.14	 	Floor RCP Plan Seventh Floor Plan
	 	 	5/1/2008	 
	A7.01	 	Enlarged Plans Stair #1
	 	 	5/1/2008	 
	A7.02A	 	Enlarged Section Stair #3
	 	 	5/1/2008	 
	A7.03	 	Enlarged Plans Stair #1
	 	 	5/1/2008	 
	A7.04	 	Enlarged Section Stair #2
	 	 	5/1/2008	 
	A7.05	 	Stair Details
	 	 	5/1/2008	 




Vance
Brown, Inc.




Page 1 of 4









 






The Offices @ First — EXHIBIT A2

Index of Drawings and Specifications — Building 2

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	A7.06	 	Enlarged Stair Section #3
	 	 	5/1/2008	 
	A7.10	 	Enlarged Elevator Plans
	 	 	5/1/2008	 






	 	 	 	 	 	 	 
	A7.11	 	Enlarged Elevator Elevation and Sections
	 	 	5/1/2008	 
	A7.12	 	Elevator Details
	 	 	5/1/2008	 
	A8.01	 	Enlarged Wall Elevation, Section, and Plan At Curtain Wall System
# 1
	 	 	5/1/2008	 
	A8.02	 	Enlarged Wall Elevation, Section, and Plan At Lobby
	 	 	5/1/2008	 
	A8.03	 	Enlarged Wall Elevation, Section, and Plan At Storefront
	 	 	5/1/2008	 
	A8.04	 	Enlarged Wall Elevation, Section, and Plan At Roof Screen
	 	 	5/1/2008	 
	A8.05	 	Enlarged Wall Elevation, Section, and Plan at Building Indentation
	 	 	5/1/2008	 
	A8.06	 	Enlarged Wall Elevation, Section, and Plan At Tower: Base
	 	 	5/1/2008	 
	A8.07	 	Enlarged Wall Elevation, Section, and Plan At Stair Tower
	 	 	5/1/2008	 
	A8.08	 	Enlarged Wall Elevation, Section, and Plan At Wing Wall
	 	 	5/1/2008	 
	A8.09	 	Enlarged Wall Elevation, Section, and Plan At Penthouse
	 	 	5/1/2008	 
	A8.20	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.21	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.22	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.23	 	Curtain Wall Details
	 	 	5/1/2008	 
	A8.24	 	Penthouse Details
	 	 	5/1/2008	 
	A9.01	 	Roof Details
	 	 	5/1/2008	 
	A9.02	 	Roof Details
	 	 	5/1/2008	 
	A10.00	 	Assembly Schedule
	 	 	5/1/2008	 
	A10.01	 	Partition Schedule
	 	 	5/1/2008	 
	A10.02	 	Partition Schedule
	 	 	5/1/2008	 
	A10.03	 	Partition Schedule
	 	 	5/1/2008	 
	A10.04	 	Partition Details
	 	 	5/1/2008	 
	A10.05	 	Partition Details
	 	 	5/1/2008	 
	A10.06	 	Interior Details
	 	 	5/1/2008	 
	A10.10	 	Door Schedule
	 	 	5/1/2008	 
	A10.11	 	Door Details
	 	 	5/1/2008	 
	A10.30	 	Material and Finish Schedule
	 	 	5/1/2008	 
	A11.01	 	Lobby Details
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Structural Sheet Index	 	 	 	 
	S1.01	 	General Notes
	 	 	5/1/2008	 
	S1.02	 	Typical Details
	 	 	5/1/2008	 
	S1.03	 	Typical Details
	 	 	5/1/2008	 
	S2.11	 	First Floor Framing Plan
	 	 	5/1/2008	 
	S2.11A	 	First Floor Slab Reinforcement
	 	 	5/1/2008	 
	S2.12	 	Second Floor Framing Plan
	 	 	5/1/2008	 
	S2.13	 	Third Floor Framing Plan
	 	 	5/1/2008	 
	S2.14	 	Fourth Floor Framing Plan
	 	 	5/1/2008	 
	S2.15	 	Fifth and Sixth Floor Framing Plan
	 	 	5/1/2008	 
	S2.16	 	Seventh Floor Framing Plan
	 	 	5/1/2008	 
	S2.17	 	Mechanical Penthouse Framing Plan
	 	 	5/1/2008	 
	S2.18	 	Roof Framing Plan
	 	 	5/1/2008	 
	S3.01	 	Frame Elevations
	 	 	5/1/2008	 
	S3.02	 	Frame Elevations
	 	 	5/1/2008	 
	S3.03	 	Braced Fram Details
	 	 	5/1/2008	 
	S3.04	 	Braced Fram Details
	 	 	5/1/2008	 
	S4.01	 	Foundation Details
	 	 	5/1/2008	 





Vance
Brown, Inc.




Page 2 of 4









 






The Offices @ First — EXHIBIT A2

Index of Drawings and Specifications — Building 2

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	S4.02	 	Foundation Details
	 	 	5/1/2008	 
	S5.01	 	Steel Details
	 	 	5/1/2008	 
	S5.02	 	Steel Details
	 	 	5/1/2008	 
	S5.03	 	Steel Details
	 	 	5/1/2008	 






	 	 	 	 	 	 	 
	S5.04	 	Steel Details
	 	 	5/1/2008	 
	S5.05	 	Steel Details
	 	 	5/1/2008	 
	S5.06	 	Steel Details
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Mechanical Sheet Index	 	 	 	 
	M1.1	 	Drawing Index, Equipment, Schedules and Notes
	 	 	5/1/2008	 
	M2.1	 	First Floor HVAC Plan
	 	 	5/1/2008	 
	M2.2	 	Second Floor HVAC Plan
	 	 	5/1/2008	 
	M2.3	 	Third Floor HVAC Plan
	 	 	5/1/2008	 
	M2.4	 	Fourth Floor HVAC Plan
	 	 	5/1/2008	 
	M2.5	 	Fifth Floor HVAC Plan
	 	 	5/1/2008	 
	M2.6	 	Sixth Floor HVAC Plan
	 	 	5/1/2008	 
	M2.7	 	Seventh Floor HVAC Plan
	 	 	5/1/2008	 
	M2.8	 	Penthouse and Low Roof HVAC Equipment Plan
	 	 	5/1/2008	 
	M2.8C	 	Penthouse and Low Roof HVAC Coordination Plan
	 	 	5/1/2008	 
	M2.9	 	Penthouse Roof HVAC Plan
	 	 	5/1/2008	 
	M3.1	 	Riser Diagram
	 	 	5/1/2008	 
	M4.1	 	HAVC Details
	 	 	5/1/2008	 
	M5.1	 	Chilled and Condenser Water Piping Diagrams
	 	 	5/1/2008	 
	MT.24	 	Title 24
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Electrical Sheet Index	 	 	 	 
	E1.0	 	Symbol List and Title 24
	 	 	5/1/2008	 
	E1.1	 	Title 24 and Fixture Schedule (Outdoor)
	 	 	5/1/2008	 
	E3.1	 	First Floor Electrical Plan
	 	 	5/1/2008	 
	E3.2	 	Second Floor Electrical Plan
	 	 	5/1/2008	 
	E3.3	 	Third Floor Electrical Plan
	 	 	5/1/2008	 
	E3.4	 	Fourth Floor Electrical Plan
	 	 	5/1/2008	 
	E3.5	 	Fifth Floor Electrical Plan
	 	 	5/1/2008	 
	E3.6	 	Sixth Floor Electrical Plan
	 	 	5/1/2008	 
	E3.7	 	Seventh Floor Electrical Plan
	 	 	5/1/2008	 
	E3.8	 	Penthouse and Roof Electrical Plan
	 	 	5/1/2008	 
	E3.9	 	Penthouse Power Plan
	 	 	5/1/2008	 
	E4.1	 	Single Line Diagram
	 	 	5/1/2008	 
	E4.2	 	Panel Schedules
	 	 	5/1/2008	 
	E4.3	 	Panel Schedules
	 	 	5/1/2008	 
	 	 	 
	 	 	 	 
	Plumbing Sheet Index	 	 	 	 
	P1.0	 	Index, Legends and Schedule
	 	 	5/1/2008	 
	P2.11	 	First Floor Plan
	 	 	5/1/2008	 
	P2.12	 	Second Floor Plan
	 	 	5/1/2008	 
	P2.13	 	Third to Sixth Floor Plan
	 	 	5/1/2008	 
	P2.14	 	Seventh Floor Plan
	 	 	5/1/2008	 
	P2.15	 	Penthouse Plan
	 	 	5/1/2008	 
	P3.01	 	Enlarged Plans
	 	 	5/1/2008	 
	P3.02	 	Enlarged Plans
	 	 	5/1/2008	 





Vance
Brown, Inc.



Page 3 of 4









 






The Offices @ First — EXHIBIT A2

Index of Drawings and Specifications — Building 2

5/1/08




	 	 	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date	 
	P4.01	 	Details
	 	 	5/1/2008	 
	P4.02	 	Diagrams
	 	 	5/1/2008	 
	P4.03	 	Diagrams
	 	 	5/1/2008	 
	P4.04	 	Diagrams
	 	 	5/1/2008	 






	 	 	 	 	 
	Drawing
# Sheet Title	 	Sheet Date
	Project Specifcations, dated 5/1/08.	 	 
	BAGG Geotechnical Report, dated 6/18/07.	 	 
	BAGG Geotechnical Report, dated 01/13/07.	 	 
	BAGG Geotechnical Report, dated 1/14/08.	 	 





Vance
Brown, Inc.




Page 4 of 4












 





EXHIBIT B-3




DESCRIPTION OF PARKING IMPROVEMENTS PLANS AND SPECIFICATIONS




See Attached 4 Pages




Exhibit B-3 – Page 1




 









 





The Offices @ First — EXHIBIT A3

Index of Drawings and Specifcations — Building 3

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	Architectural Sheet Index	 	 
	A0.0

	 	Cover Sheet
	 	5/1/2008
	A0.01

	 	Index Sheet Project Information
	 	5/1/2008
	A0.02

	 	General Notes
	 	5/1/2008
	A0.03

	 	Exiting and Occupancy Plans
	 	5/1/2008
	A0.04

	 	Exiting, Occupancy, and Code Analysis
	 	5/1/2008
	A0.05

	 	Exiting, Occupancy, and Code Analysis
	 	5/1/2008
	A0.06

	 	Site Accessible Path of Travel
	 	5/1/2008
	A0.07

	 	Accessibility Details and Signage
	 	5/1/2008
	A0.08

	 	Accessibility Details
	 	5/1/2008
	A0.09

	 	Title 24 Report
	 	5/1/2008
	A0.10

	 	Title 24 Report
	 	5/1/2008
	A0.11

	 	Title 24 Report
	 	5/1/2008
	A0.12

	 	Title 24 Report
	 	5/1/2008
	A1.01

	 	Site Plan
	 	5/1/2008
	A1.02

	 	Enlarged Partial Site Plan
	 	5/1/2008
	A1.03

	 	Site Accessibility Details
	 	5/1/2008
	A2.11

	 	First Floor Plan
	 	5/1/2008
	A2.12

	 	Second Floor Plan
	 	5/1/2008
	A2.13

	 	Third Floor Plan
	 	5/1/2008
	A2.14

	 	Fifth Floor Plan
	 	5/1/2008
	A2.14A

	 	Seventh Floor Plan
	 	5/1/2008
	A2.15

	 	Penthouse Plan
	 	5/1/2008
	A2.16

	 	Roof Plan
	 	5/1/2008
	A3.01

	 	West Elevation
	 	5/1/2008
	A3.02

	 	North and South Elevation
	 	5/1/2008
	A3.03

	 	East Elevation
	 	5/1/2008
	A3.11

	 	Longitudinal Building Section
	 	5/1/2008
	A3.12

	 	Cross Building Section
	 	5/1/2008
	A4.01

	 	First Floor Edge of Slab Plan
	 	5/1/2008
	A4.02

	 	Second Floor Edge of Slab Plan
	 	5/1/2008
	A4.03

	 	Third Floor Edge of Slab Plan
	 	5/1/2008
	A4.04

	 	Fifth and Sixth Floor Edge of Slab Plan
	 	5/1/2008
	A4.04A

	 	Seventh Floor Edge of Slab Plan
	 	5/1/2008
	A4.05

	 	Penthouse Edge of Slab Plan
	 	5/1/2008
	A5.01

	 	Enlarged Lobby Plan
	 	5/1/2008
	A5.02

	 	Enlarged Second Floor Plan
	 	5/1/2008
	A5.03

	 	First Floor Lobby RCP
	 	5/1/2008
	A5.04

	 	Second Floor Lobby RCP
	 	5/1/2008
	A5.05

	 	Interior Elevations
	 	5/1/2008
	A5.06

	 	Interior Elevations
	 	5/1/2008
	A5.10

	 	Enlarged Restroom Plans and Elevations
	 	5/1/2008
	A5.11

	 	Enlarged Restroom Plans and Elevations
	 	5/1/2008
	A6.11

	 	First Floor RCP Plan
	 	5/1/2008
	A6.12

	 	Second Floor RCP Plan
	 	5/1/2008
	A6.13

	 	Floor RCP Plan for Typ. Floor
	 	5/1/2008
	A6.14

	 	Floor RCP Plan Seventh Floor Plan
	 	5/1/2008
	A7.01

	 	Enlarged Plans Stair #1
	 	5/1/2008
	A7.02

	 	Enlarged Section Stair #1
	 	5/1/2008
	A7.03

	 	Enlarged Plans Stair #1
	 	5/1/2008






	 	 	 
	Vance Brown, Inc.

	 	Page 1 of 4






 









 






The Offices @ First — EXHIBIT A3

Index of Drawings and Specifcations — Building 3

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	A7.04

	 	Enlarged Section Stair #2
	 	5/1/2008
	A7.05

	 	Stair Details
	 	5/1/2008
	A7.06

	 	Enlarged Stair Section #3
	 	5/1/2008
	A7.10

	 	Enlarged Elevator Plans
	 	5/1/2008
	A7.11

	 	Enlarged Elevator Elevation and Sections
	 	5/1/2008
	A7.12

	 	Elevator Details
	 	5/1/2008
	A8.01

	 	Enlarged Wall Elevation, Section, and Plan At
Curtain Wall System # 1
	 	5/1/2008
	A8.02

	 	Enlarged Wall Elevation, Section, and Plan At Lobby
	 	5/1/2008
	A8.03

	 	Enlarged Wall Elevation, Section, and Plan At
Storefront
	 	5/1/2008
	A8.04

	 	Enlarged Wall Elevation, Section, and Plan At Roof
Screen
	 	5/1/2008
	A8.05

	 	Enlarged Wall Elevation, Section, and Plan at
Building Indentation
	 	5/1/2008
	A8.06

	 	Enlarged Wall Elevation, Section, and Plan At
Tower: Base
	 	5/1/2008
	A8.07

	 	Enlarged Wall Elevation, Section, and Plan At
Stair Tower
	 	5/1/2008
	A8.08

	 	Enlarged Wall Elevation, Section, and Plan At Wing
Wall
	 	5/1/2008
	A8.09

	 	Enlarged Wall Elevation, Section, and Plan At
Penthouse
	 	5/1/2008
	A8.20

	 	Curtain Wall Details
	 	5/1/2008
	A8.21

	 	Curtain Wall Details
	 	5/1/2008
	A8.22

	 	Curtain Wall Details
	 	5/1/2008
	A8.23

	 	Curtain Wall Details
	 	5/1/2008
	A8.24

	 	Penthouse Details
	 	5/1/2008
	A9.01

	 	Roof Details
	 	5/1/2008
	A9.02

	 	Roof Details
	 	5/1/2008
	A10.00

	 	Assembly Schedule
	 	5/1/2008
	A10.01

	 	Partition Schedule
	 	5/1/2008
	A10.02

	 	Partition Schedule
	 	5/1/2008
	A10.03

	 	Partition Schedule
	 	5/1/2008
	A10.04

	 	Partition Details
	 	5/1/2008
	A10.05

	 	Partition Details
	 	5/1/2008
	A10.06

	 	Interior Details
	 	5/1/2008
	A10.10

	 	Door Schedule
	 	5/1/2008
	A10.11

	 	Door Details
	 	5/1/2008
	A10.30

	 	Material and Finish Schedule
	 	5/1/2008
	A11.01

	 	Lobby Details
	 	5/1/2008
	 

	 	 
	 	 
	Structural Sheet Index  	 	 
	S1.01

	 	General Notes
	 	5/1/2008
	S1.02

	 	Typical Details
	 	5/1/2008
	S1.03

	 	Typical Details
	 	5/1/2008
	S2.11

	 	First Floor Framing Plan
	 	5/1/2008
	S2.11A

	 	First Floor Slab Reinforcement
	 	5/1/2008
	S2.12

	 	Second Floor Framing Plan
	 	5/1/2008
	S2.13

	 	Third Floor Framing Plan
	 	5/1/2008
	S2.14

	 	Fourth Floor Framing Plan
	 	5/1/2008
	S2.15

	 	Fifth and Sixth Floor Framing Plan
	 	5/1/2008
	S2.16

	 	Seventh Floor Framing Plan
	 	5/1/2008
	S2.17

	 	Mechanical Penthouse Framing Plan
	 	5/1/2008
	S2.18

	 	Roof Framing Plan
	 	5/1/2008
	S3.01

	 	Frame Elevations
	 	5/1/2008
	S3.02

	 	Frame Elevations
	 	5/1/2008
	S3.03

	 	Braced Fram Details
	 	5/1/2008






	 	 	 
	Vance Brown, Inc.

	 	Page 2 of 4






 









 





The Offices @ First — EXHIBIT A3

Index of Drawings and Specifcations — Building 3

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title 	 	Sheet Date
	S3.04

	 	Braced Fram Details
	 	5/1/2008
	S4.01

	 	Foundation Details
	 	5/1/2008
	S4.02

	 	Foundation Details
	 	5/1/2008
	S5.01

	 	Steel Details
	 	5/1/2008
	S5.02

	 	Steel Details
	 	5/1/2008
	S5.03

	 	Steel Details
	 	5/1/2008
	S5.04

	 	Steel Details
	 	5/1/2008
	S5.05

	 	Steel Details
	 	5/1/2008
	S5.06

	 	Steel Details
	 	5/1/2008
	Mechanical Sheet Index  	 	 
	M1.1

	 	Drawing Index, Equipment, Schedules and Notes
	 	5/1/2008
	M2.1

	 	First Floor HVAC Plan
	 	5/1/2008
	M2.2

	 	Second Floor HVAC Plan
	 	5/1/2008
	M2.3

	 	Third Floor HVAC Plan
	 	5/1/2008
	M2.4

	 	Fourth Floor HVAC Plan
	 	5/1/2008
	M2.5

	 	Fifth Floor HVAC Plan
	 	5/1/2008
	M2.6

	 	Sixth Floor HVAC Plan
	 	5/1/2008
	M2.7

	 	Seventh Floor HVAC Plan
	 	5/1/2008
	M2.8

	 	Penthouse and Low Roof HVAC Equipment Plan
	 	5/1/2008
	M2.8C

	 	Penthouse and Low Roof HVAC Coordination Plan
	 	5/1/2008
	M2.9

	 	Penthouse Roof HVAC Plan
	 	5/1/2008
	M3.1

	 	Riser Diagram
	 	5/1/2008
	M4.1

	 	HAVC Details
	 	5/1/2008
	M5.1

	 	Chilled and Condenser Water Piping Diagrams
	 	5/1/2008
	MT.24

	 	Title 24
	 	5/1/2008
	 

	 	 
	 	 
	Electrical Sheet Index  	 	 
	E1.0

	 	Symbol List and Title 24
	 	5/1/2008
	E1.1

	 	Title 24 and Fixture Schedule (Outdoor)
	 	5/1/2008
	E3.1

	 	First Floor Electrical Plan
	 	5/1/2008
	E3.2

	 	Second Floor Electrical Plan
	 	5/1/2008
	E3.3

	 	Third Floor Electrical Plan
	 	5/1/2008
	E3.4

	 	Fourth Floor Electrical Plan
	 	5/1/2008
	E3.5

	 	Fifth Floor Electrical Plan
	 	5/1/2008
	E3.6

	 	Sixth Floor Electrical Plan
	 	5/1/2008
	E3.7

	 	Seventh Floor Electrical Plan
	 	5/1/2008
	E3.8

	 	Penthouse and Roof Electrical Plan
	 	5/1/2008
	E3.9

	 	Penthouse Power Plan
	 	5/1/2008
	E4.1

	 	Single Line Diagram
	 	5/1/2008
	E4.2

	 	Panel Schedules
	 	5/1/2008
	E4.3

	 	Panel Schedules
	 	5/1/2008
	 

	 	 
	 	 
	Plumbing Sheet Index  	 	 
	P1.0

	 	Index, Legends and Schedule
	 	5/1/2008
	P2.11

	 	First Floor Plan
	 	5/1/2008
	P2.12

	 	Second Floor Plan
	 	5/1/2008
	P2.13

	 	Third to Sixth Floor Plan
	 	5/1/2008
	P2.14

	 	Seventh Floor Plan
	 	5/1/2008
	P2.15

	 	Penthouse Plan
	 	5/1/2008
	P3.01

	 	Enlarged Plans
	 	5/1/2008






	 	 	 
	Vance Brown, Inc.

	 	Page 3 of 4






 









 





The Offices @ First — EXHIBIT A3

Index of Drawings and Specifcations — Building 3

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title 	 	Sheet Date
	P3.02

	 	Enlarged Plans
	 	5/1/2008
	P4.01

	 	Details
	 	5/1/2008
	P4.02

	 	Diagrams
	 	5/1/2008
	P4.03

	 	Diagrams
	 	5/1/2008
	P4.04

	 	Diagrams
	 	5/1/2008






	 	 	 
	Drawing # Sheet Title	 	Sheet Date
	Project Specifcations,
dated 5/1/08.  

	 	 
 
	BAGG Geotechnical
Report, dated 6/18/07.  

	 	 
	BAGG Geotechnical
Report, dated 01/13/07.  

	 	 
	BAGG Geotechnical
Report, dated 1/14/08.  

	 	 






	 	 	 
	Vance Brown, Inc.

	 	Page 4 of 4






 









 





EXHIBIT B-4




PRELIMINARY BUILDING ONE SPACE PLANS




See Attached 3 Pages




Exhibit B-4 – Page 1




 









 





The Offices @ First — EXHIBIT A4

Index of Drawings and Specifications — Garage

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	Architectural Sheet Index  	 	 
	A0.0

	 	Cover Sheet
	 	 
	A0.01

	 	Index Sheet Project Information
	 	5/1/2008
	A0.02

	 	General Notes
	 	5/1/2008
	A0.03

	 	Exiting and Occupancy Plans
	 	5/1/2008
	A0.04

	 	Exiting, Occupancy, and Code Analysis
	 	5/1/2008
	A0.05

	 	Exiting, Occupancy, and Code Analysis
	 	5/1/2008
	A0.06

	 	Site Accessibility Path of Travel
	 	5/1/2008
	A0.07

	 	Accessibility Details and Signage
	 	5/1/2008
	A1.01

	 	Site Plan
	 	5/1/2008
	A1.10

	 	Trash Enclosure Detail
	 	5/1/2008
	A1.11

	 	Trash Enclosure Detail
	 	5/1/2008
	A2.11E

	 	Garage First Floor Plan
	 	5/1/2008
	A2.11W

	 	Garage First Floor Plan
	 	5/1/2008
	A2.12E

	 	Garage Second to Fourth Floor Plan
	 	5/1/2008
	A2.12W

	 	Garage Second to Fourth Floor Plan
	 	5/1/2008
	A2.13E

	 	Garage Fifth Floor Plan
	 	5/1/2008
	A2.13W

	 	Garage Fifth Floor Plan
	 	5/1/2008
	A2.14E

	 	Garage Sixth Floor Plan
	 	5/1/2008
	A2.14W

	 	Garage Sixth Floor Plan
	 	5/1/2008
	A2.15E

	 	Garage Roof Plan
	 	5/1/2008
	A2.15W

	 	Garage Roof Plan
	 	5/1/2008
	A3.01

	 	Parking Structure Elevations
	 	5/1/2008
	A3.11

	 	Parking Structure Elevation and Sections
	 	5/1/2008
	A7.01

	 	Stair 1and Elevators Plan and Section
	 	4/25/2008
	A7.02

	 	Stair 1 and 2 Sections
	 	5/1/2008
	A7.03

	 	Stair 2 and Elevator Plans
	 	5/1/2008
	A7.04

	 	Stair 3 Plan and Sections
	 	5/1/2008
	A7.04A

	 	Stair 4 Plan and Section
	 	5/1/2008
	A7.05

	 	Stair Details
	 	5/1/2008
	A7.10

	 	Enlarged Elevator Plans, Elevations and Sections
	 	5/1/2008
	A7.11

	 	Elevator Cab
	 	5/1/2008
	A8.01

	 	Enlarged Wall Elevation, Section, and Plan at
Aluminum/Glass System
	 	5/1/2008
	A8.02

	 	Enlarged Wall Elevation, Section, and Plan at
Aluminum/Glass System
	 	5/1/2008
	A8.03

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Crashwall
	 	5/1/2008
	A8.04

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Crashwall
	 	5/1/2008
	A8.05

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Crashwall With Aluminum Panel Cladding
	 	5/1/2008
	A8.06

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Shearwall
	 	5/1/2008
	A8.07

	 	Enlarged Wall Elevation, Section, and Plan at
Glass FlyBy
	 	5/1/2008
	A8.08

	 	Enlarged Wall Elevation, Section, and Plan at
Cable Rail
	 	5/1/2008
	A8.09

	 	Enlarged Wall Elevation, Section, and Plan at Ramp
	 	5/1/2008
	A8.10

	 	Enlarged Wall Elevation, Section, and Plan at
Drive Entrance
	 	5/1/2008
	A8.11

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Shearwall
	 	5/1/2008
	A8.12

	 	Enlarged Wall Elevation, Section, and Plan at
Concrete Shearwall
	 	4/25/2008
	A8.13

	 	Enlarged Wall Elevation, Section, and Plan at Ramp
	 	4/25/2008
	A8.14

	 	Enlarged Wall Elevation, Section, and Plan at
Glass Towers
	 	4/25/2008
	A8.20

	 	Garage Details
	 	4/25/2008
	A8.21

	 	Garage Details
	 	5/1/2008
	A8.22

	 	Garage Details
	 	4/25/2008
	A9.01

	 	Roof Details
	 	4/25/2008






	 	 	 
	Vance Brown, Inc.

	 	Page 1 of 3






 









 






The Offices @ First — EXHIBIT A4

Index of Drawings and Specifications — Garage

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	A9.02

	 	Trash Area Roof Details
	 	4/25/2008
	A10.00

	 	Assembly Schedule
	 	4/25/2008
	A10.01

	 	Partition Schedule
	 	5/1/2008
	A10.02

	 	Partition Schedule
	 	5/1/2008
	A10.03

	 	Partition Schedule
	 	4/25/2008
	A10.04

	 	Partition Details
	 	5/1/2008
	A10.05

	 	Partition Details
	 	5/1/2008
	A10.06

	 	Interior Details
	 	5/1/2008
	A10.10

	 	Door Schedule
	 	4/25/2008
	A10.30

	 	Material and Finish Schedule
	 	4/25/2008
	 

	 	 
	 	 
	Structural Sheet Index  	 	 
	S1.01

	 	General Notes
	 	4/25/2008
	S1.02

	 	Typical Details
	 	4/25/2008
	S1.03

	 	Typical Details
	 	4/25/2008
	S1.04

	 	Typical Details
	 	4/25/2008
	S2.11A

	 	First Floor Foundation Plan
	 	4/25/2008
	S2.11B

	 	First Floor Foundation Plan
	 	4/25/2008
	S2.11C

	 	First Floor Foundation Plan
	 	4/25/2008
	S2.11D

	 	First Floor Foundation Plan
	 	4/25/2008
	S2.12A

	 	Typical Floor Framing Plan
	 	4/25/2008
	S2.12B

	 	Typical Framing Plan
	 	4/25/2008
	S2.12C

	 	Typical Framing Plan
	 	4/25/2008
	S2.12D

	 	Typical Framing Plan
	 	4/25/2008
	S2.13A

	 	Sixth Floor Framing Plan
	 	4/25/2008
	S2.13B

	 	Sixth Floor Framing Plan
	 	4/25/2008
	S2.13C

	 	Sixth Floor Framing Plan
	 	4/25/2008
	S2.13D

	 	Sixth Floor Framing Plan
	 	4/25/2008
	S3.01

	 	Frame Elevations
	 	4/25/2008
	S3.02

	 	Frame Elevations
	 	4/25/2008
	S3.03

	 	Shearwall Details
	 	4/25/2008
	S4.01

	 	Foundation Details
	 	4/25/2008
	S4.02

	 	Foundation Details
	 	4/25/2008
	S5.01

	 	Concrete Details
	 	4/25/2008
	S5.02

	 	Concrete Details
	 	4/25/2008
	S6.01

	 	Steel Details
	 	4/25/2008
	 

	 	 
	 	 
	Mechanical Sheet Index  	 	 
	M1.1

	 	Drawing Index, Notes, and Title 24
	 	5/1/2008
	M2.11

	 	HVAC Garage Parking
	 	5/1/2008
	M2.14

	 	Garage Sixth Floor Plan (Roof)
	 	5/1/2008
	 

	 	 
	 	 
	Electrical Sheet Index  	 	 
	E1.0

	 	Symbol List and Title 24
	 	4/25/2008
	E1.1

	 	Title 24 (Outdoor Lighting)
	 	4/25/2008
	E2.0

	 	Site Plan
	 	4/25/2008
	E2.1

	 	Garage First Floor Electical Plan
	 	4/25/2008
	E2.2

	 	Garage Second to Fourth Floor Electrical Plan
Typical
	 	4/25/2008
	E2.3

	 	Garage Fifth Floor Electrical Plan Typical
	 	4/25/2008
	E2.4

	 	Garage Sixth Floor Electrical Plan
	 	4/25/2008
	E2.5

	 	Garage Roof Electrical Plan
	 	4/25/2008






	 	 	 
	Vance Brown, Inc.

	 	Page 2 of 3







 









 





The Offices @ First — EXHIBIT A4

Index of Drawings and Specifications — Garage

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	E3.1

	 	Single Line and Panel Schedules
	 	4/25/2008
	Plumbing Sheet Index  	 	 
	P0.1

	 	Index, Legends Schedule, and Details
	 	4/25/2008
	P1.01

	 	Site Plan
	 	4/25/2008
	P2.11

	 	Garage First Floor Plan
	 	4/25/2008
	P2.12

	 	Garage Second Floor Plan
	 	4/25/2008
	P2.13

	 	Garage Third to Fifth Floor Plan
	 	4/25/2008
	P2.14

	 	Garage Sixth Floor Plan (Roof)
	 	4/25/2008
	 

	 	 
	 	 
	 

	 	 
	 	 
	Project Specifcations,dated 5/1/08.  	 	 
	BAGG Geotechnical Report, dated 6/18/07.  	 	 
	BAGG Geotechnical Report, dated 01/13/07.  	 	 
	BAGG Geotechnical Report, dated 1/14/08.  	 	 






	 	 	 
	Vance Brown, Inc.

	 	Page 3 of 3







 












 





EXHIBIT B-5




SITE IMPROVEMENT PLANS




See Attached 2 Pages






Exhibit B-5 Page 1









 








The Office @ First- EXHIBIT A5

Index of Drawings and Specifications — Site Improvements

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	Civil Sheet Index  	 	 
	C1.0

	 	Cover Sheet
	 	5/1/2008
	C2.0

	 	Notes, Legend, and Abbreviations
	 	5/1/2008
	C2.1

	 	Construction Notes
	 	5/1/2008
	C2.2

	 	Construction Details
	 	5/1/2008
	C3.0

	 	Topographic and Boundary Survey
	 	5/1/2008
	C3.1

	 	Topographic and Boundary Survey
	 	5/1/2008
	C4.0

	 	Horizontal Control and Paving Plan: Buildings 1 and 2
	 	5/1/2008
	C4.1

	 	Horizontal Control and Paving Plan: Buildings 3 and 4
	 	5/1/2008
	C4.2

	 	Horizontal Control and Paving Plan: Phase One Garage
	 	5/1/2008
	C5.0

	 	Grading and Drainage Plan: Buildings 1 and 2
	 	5/1/2008
	C5.1

	 	Grading and Drainage Plan: Buildings 3 and 4
	 	5/1/2008
	C5.2

	 	Grading and Drainage Plan: Phase One Garage
	 	5/1/2008
	C6.0

	 	Site Sections
	 	5/1/2008
	C7.0

	 	Site Utility Plan Buildings 1 and 2
	 	5/1/2008
	C7.1

	 	Site Utility Plan Courtyard Area
	 	5/1/2008
	C7.2

	 	Site Utility Plan Buildings 3 and 4
	 	5/1/2008
	C7.3

	 	Site Utility Plan Phase One Garage
	 	5/1/2008
	C8.0

	 	Stormwater Control Plan: Overall Site
	 	5/1/2008
	C8.1

	 	Stormwater Control Notes and Calculations
	 	5/1/2008
	C8.2

	 	Erosion Control Plan
	 	5/1/2008
	 
	 	 	 	 
	Landscaping Sheet Index  	 	 
	L1.1

	 	Notes and Legends
	 	5/1/2008
	L1.2

	 	Notes and Legends
	 	5/1/2008
	L1.3

	 	Planting Notes and Legends
	 	5/1/2008
	L1.4

	 	Plant List
	 	5/1/2008
	L2.1

	 	Landscape Layout Plan Building 1
	 	5/1/2008
	L2.2

	 	Landscape Layout Plan Building 2
	 	5/1/2008
	L2.3

	 	Landscape Layout Plan Garage
	 	5/1/2008
	L2.4

	 	Landscape Layout Plan Building 1 and 2 Terraces
	 	5/1/2008
	L2.5

	 	Landscape Layout Plan Office Campus Central Courtyard
	 	5/1/2008
	L2.6

	 	Landscape Layout Plan Building 3
	 	5/1/2008
	L2.7

	 	Landscape Layout Plan Building 4
	 	5/1/2008
	L2.8

	 	Landscape Layout Plan Building 3 and 4 Terraces
	 	5/1/2008
	L3.1

	 	Landscape Fine Grading Plan Building 1
	 	5/1/2008
	L3.2

	 	Landscape Fine Grading Plan Building 2
	 	5/1/2008
	L3.3

	 	Landscape Fine Grading Plan Garage
	 	5/1/2008
	L3.4

	 	Fine Grading Plan Building 1 and 2 Terraces
	 	5/1/2008
	L3.5

	 	Fine Grading Plan Office Campus Central Courtyard
	 	5/1/2008
	L3.6

	 	Landscape Fine Grading Plan Building 3
	 	5/1/2008
	L3.7

	 	Landscape Fine Grading Plan Building 4
	 	5/1/2008
	L3.8

	 	Landscape Fine Grading Plan Building 3 and 4 Terraces
	 	5/1/2008
	L4.1

	 	Landscape Planting Plan Building 1
	 	5/1/2008
	L4.2

	 	Landscaoe Planting Plan Building 2
	 	5/1/2008
	L4.3

	 	Landscape Planting Plan Garage
	 	5/1/2008
	L4.4

	 	Planting Plan Building 1 and 2 Terraces
	 	5/1/2008






Page 1 of 2









 






The Office @ First- EXHIBIT A5

Index of Drawings and Specifications — Site Improvements

5/1/08




	 	 	 	 	 
	Drawing #	 	Sheet Title	 	Sheet Date
	L4.5

	 	Planting Plan Office Campus Central Courtyard
	 	5/1/2008
	L4.6

	 	Landscape Planting Plan Building 4
	 	5/1/2008
	L4.7

	 	Landscape Planting Plan Building 4
	 	5/1/2008
	L4.8

	 	Landsape Planting Plan Building 3 and 4 Terraces
	 	5/1/2008
	L5.1

	 	Irrigation Plan Building 1
	 	4/25/2008
	L5.2

	 	Irrigations Plan Building 2
	 	4/25/2008
	L5.3

	 	Irrigation Plan Garage
	 	4/25/2008
	L5.4

	 	Irrigation Plan Building 1 bad 2 Terraces
	 	4/25/2008
	L5.5

	 	Irrigation Plan Office Campus Central Courtyard
	 	4/25/2008
	L5.6

	 	Irrigation Plan Building 4
	 	4/25/2008
	L5.7

	 	Irrigation Plan Building 4
	 	4/25/2008
	L5.8

	 	Irrigation Plan Building 3 and 4 Terraces
	 	4/25/2008
	L5.9

	 	Irrigation Notes and Legend
	 	4/25/2008
	L5.10

	 	Irrigation Details
	 	4/25/2008
	L6.1

	 	Construction Details
	 	5/1/2008
	L6.2

	 	Construction Details
	 	5/1/2008
	L6.3

	 	Construction Details
	 	5/1/2008
	L6.4

	 	Construction Details
	 	5/1/2008
	L6.5

	 	Construction Details
	 	5/1/2008
	L7.1

	 	Fountain Notes and Details
	 	5/1/2008
	L7.2

	 	Fountain Notes and Details
	 	5/1/2008
	L7.3

	 	Fountain Notes and Details
	 	5/1/2008
	 
	 	 	 	 
	Site Electrical	 	 
	SE1

	 	Symbol List and Title 24	 	 
	SE2

	 	Overall Electrical Site Plan	 	 
	SE3

	 	Site Electrical Plan Garage and Building 1	 	 
	SE4

	 	Electrical Site Plan Building 2	 	 
	SE5

	 	Electrical Site Plan Building 3	 	 
	SE6

	 	Electrical Site Plan Building 4	 	 
	SE7

	 	Details	 	 
	SE8

	 	Photmetric Site Plan	 	 
	 
	 	 	 	 
	Project Specifcations, dated 5/1/08.	 	 
	BCGG Geotechnical Report, dated 6/18/07.	 	 
	BCGG Geotechnical Report, dCted 01/13/07.	 	 
	BCGG Geotechnical Report, dated 1/14/08.	 	 






Page 2 of 2









 






EXHIBIT C




DEVELOPMENT BUDGET




See Attached 3 Pages





Exhibit C - Page 1









 








Brocade Headquarters

Exhibit C — Approved Development Budget

Version Date: 5-22-2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Footprint	 	 	Total	 	 	 	 	 	 	Bldg 2&3 	 	 	Bldg 1	 	 	 	 	 	 	 	 	 	Total	 	 	Comments	 
	 	Gross Building Area 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Building 1-4 story
	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	—	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 
	 	Building 2 -7 story
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Building 3 -7 story
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total Rentable Sq. Ft.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 
	 	Initial Rentable SF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 
	 	Expantion space-un Improved
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Prorata share based on SF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Parking structure
	 	Cars	 	Footprint	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Structure I
	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	 	Surface Parking
	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	 	Totals
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Bldg 2&3	 	 	 	 	 	Bldg 1	 	 	 	 	 	Total	 	 
	Description	 	Unit	 	Qty	 	Est. Costs	 	$/RSF	 	Est. Costs	 	$/RSF	 	Costs	 	Comments
	1   LAND AND PROFIT
	 	$	90.66	 	 	 	 	 	 	$	39,588,988	 	 	$	90.66	 	 	$	11,311,012	 	 	$	90.66	 	 	$	50,900,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2   OFF-SITE COSTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Direct Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Power
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sewer
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utility connection fees
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Holger road costs
	 	$	2.09	 	 	 	 	 	 	$	914,968	 	 	$	2.10	 	 	$	261,411	 	 	$	2.10	 	 	 	 	 	 	Based on land
	Total Off-Site Costs
	 	 	 	 	 	 	 	 	 	$	1,788,364	 	 	$	4.10	 	 	$	510,945	 	 	$	4.10	 	 	$	2,299,309	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3   DIRECT COSTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	127,567,188	 	 	 	 	 
	Shell and Core- 7 story
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	Shell and Core- 4 story
	 	 	 	 	 	 	 	 	 	$	—	 	 	$	—	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Common Areas/Corridors *
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	On-Site Work
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Build Out Utility Yard
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	Subterranean Parking
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Parking-Structure
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Add 80 Hotel parking stalls
	 	$	16,153	 	 	 	 	 	 	$	1,292,280	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reimbursement from Hotel
	 	 	 	 	 	 	 	 	 	$	(1,292,280	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Add phase I ramp up — shared parking
	 	$	16,153	 	 	 	45	 	 	$	726,907	 	 	$	1.66	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	Reimbursement for shared parking stalls
	 	 	 	 	 	 	 	 	 	$	(726,907	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deduct showers at parking structure
	 	 	 	 	 	 	 	 	 	included	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shell Modifications
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	- Bldg 3 Loading Dock
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Bldg 2/3 Move Stairs/Redetailing/Etc
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Bldg 2 Chilled Water Riser
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Bldg 2/3 Manifold Chilled Water Lines
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Ceiling Hung Bathroom Partitions
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	- Bldg 4 Visitor Parking Lot
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Owner Directed Changes
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- Bldg 3 Cafe Terrace
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	- Bldg 2 HVAC Plant Upgrades
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	- HVAC & Hot Water Loops
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	- Bldg 1 Lobby Allowance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	- Bldg 1 MEP Infrastructure CO
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	G.C. Fee and Profit
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	G.C. Design & Estimating Contigency
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	$	—	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	G.C. Construction Contigency
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	G.C. Contingency (not incl in GMP)
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Cost escalations (.5% per mo.to 08-08 )
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	Total Direct Costs
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4   Tenant Improvements*
	 	 	 	 	 	 	 	 	 	$	102,925,822	 	 	$	235.69	 	 	$	36,126,589	 	 	$	289.55	 	 	$	139,052,411	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5   INDIRECT COSTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.1   Design, Engineering & Consultants;
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Architect and design fees- KSHA
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	$	—	 	 	$	—	 	 	 	[**]	 	 	 	 	 
	Architect and design fees- KSHA Amd
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Kier & Wright-Engineers
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Middlebrook-Enginners
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Structural Engineer
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	Design Studies
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Misc Design Fees/Other
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	MEP Engineer
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	MEP Engineer — Parking Structure
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fire/Life Safety
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elevator
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lighting
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Graphics
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Acoustical
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Civil/Soils
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Civil Engineer -Bay Area Soils
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Geotechnical (Soils) Engineer
	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Surveyor
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Consultants
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Guzzardo
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Appian
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	Parking
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Traffic Engineering
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Construction Manager
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	LEED’s certification consultant
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	LEED’s commissioning
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consultant Reimbursables
	 	 	 	 	 	 	[**]	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Consultants
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 








 




			
	[**]	 	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 










Brocade Headquarters

Exhibit C — Approved Development Budget

Version Date: 5-22-2008




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Bldg 2&3	 	 	 	 	 	Bldg 1	 	 	 	 	 	Total	 	 
	Description	 	Unit	 	Qty	 	Est. Costs	 	$/RSF	 	Est. Costs	 	$/RSF	 	Costs	 	Comments
	5.2 Testing & Inspection
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deputy (structural)
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Roof Inspection
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Soils testing
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reimbursable
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Testing and Inspections 
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.3 Taxes and Title
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Taxes (pre closing)
	 	 	 	 	 	 	 	 	 	$	228,086	 	 	$	0.52	 	 	included	 	 	 	 	 	 	 	 	 	 	[**]	 
	ALTA Survey
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Taxes and Title
	 	 	 	 	 	 	 	 	 	$	228,086	 	 	$	0.52	 	 	$	—	 	 	$	—	 	 	$	228,086	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.4 Permit and Fees
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Planning fees
	 	 	 	 	 	 	 	 	 	$	250,000	 	 	$	0.57	 	 	$	50,000	 	 	$	0.40	 	 	$	300,000	 	 	 	 	 
	Mapping fees
	 	 	 	 	 	 	 	 	 	$	50,000	 	 	$	0.11	 	 	included	 	 	 	 	 	 	 	 	 	 	 	 
	School Fees
	 	$	0.92	 	 	 	 	 	 	$	401,762	 	 	$	0.92	 	 	$	114,786	 	 	$	0.92	 	 	$	516,548	 	 	 	 	 
	Building Permit — Commercial Tax
	 	 	3.0	%	 	 	 	 	 	$	2,315,831	 	 	$	5.30	 	 	$	812,848	 	 	$	6.51	 	 	$	3,128,679	 	 	 	[**]	 
	Building & Structure Tax
	 	 	1.5	%	 	 	 	 	 	$	1,157,916	 	 	$	2.65	 	 	$	406,424	 	 	$	3.26	 	 	$	1,564,340	 	 	 	[**]	 
	Grading/Shoring/Soils Report
	 	 	 	 	 	 	 	 	 	included	 	 	 	 	 	included	 	 	 	 	 	 	 	 	 	 	 	 
	Traffic Mitigation Fees
	 	$	6.41	 	 	 	 	 	 	$	2,800,000	 	 	$	6.41	 	 	$	737,344	 	 	$	5.91	 	 	$	3,537,344	 	 	 	[**]	 
	Public Works/Other Permits
	 	$	1.00	 	 	 	 	 	 	$	436,698	 	 	$	1.00	 	 	$	100,000	 	 	$	0.80	 	 	$	536,698	 	 	 	 	 
	Permit Fees — Contingency
	 	$	0.50	 	 	 	 	 	 	$	218,349	 	 	$	0.50	 	 	included	 	 	 	 	 	 	 	 	 	 	 	 
	Miscellaneous Permits
	 	$	—	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SubTotal Permit and Fees
	 	 	 	 	 	 	 	 	 	$	7,630,556	 	 	$	17.47	 	 	$	2,221,402	 	 	#VALUE!	 	$	9,851,958	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.5 Insurance, Legal and Admin. 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Formation Legal
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Legal Contracts
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Legal
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	Insurance 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bldrs risk etc
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	OCIP
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Bonds 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Accounting
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Insurance and Legal
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.6 Development and Construction Management
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Development Fees
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	$	6.87	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Subtotal Development and CM fees
	 	 	 	 	 	 	 	 	 	$	3,000,000	 	 	$	6.87	 	 	$	—	 	 	$	—	 	 	$	3,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.7 Commissions 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Landlord Side Only Brokers
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Commissions
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5.8 Other Soft Costs 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Signage
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	Buyer Closing Costs
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seller Closing Costs
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Closing Costs on Original Land
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Land Carry Interest
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Other Soft Costs
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Indirect Costs
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	6 Soft Cost Contingency
	 	 	[**]	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	7 TOTAL BEFORE FINANCING
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capitalized Interest
	 	 	 	 	 	 	 	 	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Fees
	 	 	 	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GRAND TOTAL
	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 
	Note:  [**]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	[**]	 
	[**]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	[**]	 	 	 	 	 
	[**]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	[**]	 	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.














 










Exhibit C

Accrued Expenses




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bldg 2&3	 	Bldg 1	 	Total
	 	 	Thru Draw 7	 	Thru Draw 7	 	5/16/2008
	 	 	Actual	 	Actual	 	Actual
	Description	 	Costs	 	Costs	 	Costs
	1 LAND AND PROFIT
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	2 OFF-SITE COSTS
	 	 	 	 	 	 	 	 	 	 	 	 
	Utility connection fees
	 	 	 	 	 	 	 	 	 	 	 	 
	Holger road costs
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Off-Site Costs
	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3 DIRECT COSTS
	 	 	 	 	 	 	 	 	 	 	 	 
	Shell and Core- 7 story
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Shell and Core- 4 story
	 	 	 	 	 	 	 	 	 	 	 	 
	On-Site Work
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Direct Costs
	 	 	[**]	 	 	$	—	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4 Tenant Improvements*
	 	$	—	 	 	$	—	 	 	$	—	 
	 
	5 INDIRECT COSTS
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.1   Design, Engineering & Consultants;
	 	 	 	 	 	 	 	 	 	 	 	 
	Architect and design fees- KSHA
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Kier & Wright-Engineers
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Design Studies
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Civil/Soils
	 	 	 	 	 	 	 	 	 	 	 	 
	Civil Engineer -Bay Area Soils
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Geotechnical (Soils) Engineer
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Other Consultants
	 	 	 	 	 	 	 	 	 	 	 	 
	Guzzardo
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Appian
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Consultants
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.2 Testing & Inspection
	 	 	 	 	 	 	 	 	 	 	 	 
	Roof Inspection 
	 	 	 	 	 	 	 	 	 	 	 	 
	Soils testing
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Testing and Inspections
	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.3 Taxes and Title
	 	 	 	 	 	 	 	 	 	 	 	 
	Property Taxes (pre closing)
	 	$	228,086	 	 	 	 	 	 	$	228,086	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Taxes and Title
	 	$	228,086	 	 	$	—	 	 	$	228,086	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.4 Permit and Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	Planning fees
	 	$	250,000	 	 	$	27,640	 	 	$	277,640	 
	Mapping fees
	 	$	3,081	 	 	 	 	 	 	$	3,081	 
	Building Permit — Commercial Tax
	 	$	212,014	 	 	 	 	 	 	$	212,014	 
	SubTotal Permit and Fees
	 	$	465,095	 	 	$	27,640	 	 	$	492,735	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.5 Insurance, Legal and Admin.
	 	 	 	 	 	 	 	 	 	 	 	 
	Formation Legal
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Insurance
	 	 	 	 	 	 	 	 	 	 	 	 
	Bldrs risk etc
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	OCIP
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	Accounting
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Insurance and Legal
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.5 Development and Construction Management 
	 	 	 	 	 	 	 	 	 	 	 	 
	Development Fees
	 	$	750,000	 	 	 	 	 	 	$	750,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Development and CM fees
	 	$	750,000	 	 	$	—	 	 	$	750,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.6 Commissions
	 	 	 	 	 	 	 	 	 	 	 	 
	Land Commission
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Commissions
	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5.7 Other Soft Costs
	 	 	 	 	 	 	 	 	 	 	 	 
	Signage
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Other Soft Costs
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Seller Closing Costs
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Closing Costs on Original Land
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	Land Carry Interest
	 	 	[**]	 	 	 	 	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Subtotal Other Soft Costs
	 	 	[**]	 	 	$	—	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Indirect Costs
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6 Soft Cost Contingency
	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7 GRAND TOTAL
	 	 	[**]	 	 	 	[**]	 	 	 	[**]	 








 




			
	[**]	 	Certain information on this page has been omitted and filed separately with the Securities and Exchange
Commission. Confidential treatment has been requested with respect to the omitted portions.






Page 1











 





EXHIBIT D




PROJECT SCHEDULE




See Attached 8 Pages




Exhibit D – Page 1





 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 1 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 2 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 3 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 4 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 5 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 6 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 7 of 8
	 	@First Contract Schedule 5.15.08.fts






 









 





	 	 	 	 	 
	 

	 	 	 	 
	Exhibit F — Project Schedule

	 	The Offices @ First	 	 










[**] Certain information on this page has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




5/15/08




					
	Vance Brown, Inc.

	 	Page 8 of 8
	 	@First Contract Schedule 5.15.08.fts







 












 








EXHIBIT E




DEVELOPMENT ENTITLEMENTS



General Plan Amendment approved by the San Jose City Council on 12/12/06 with environmental
clearance through adoption of a Negative Declaration




     Removes the Mixed Industrial Overlay designation so that the Property’s current
designation is Industrial Park only.


Parcel Map recorded 8/14/07




     Creates Parcel 2


Grading Permit (#07 019799 GR (3-11445)) issued 8/22/07




     Allows stockpiling of import materials (dirt)



Site Development Permit (#H07-018) issued 10/19/07 recorded 11/5/07




     Permits construction of 888,860 square feet for office uses



Site Development Permit Adjustment issued 5/2/08




     Alters height of Building 1 and adds loading dock



Parcel Map recorded 5/5/08




     Creates Parcels 1, 2, 3, 4 and 5



Grading Permit (#08 006184 GR (3-11445) issued 5/5/08




     Allows grading, consisting of pads for four office buildings and two garages



Exhibit E – Page 1




 









 





EXHIBIT F




FORM OF LETTER OF CREDIT




IRREVOCABLE LETTER OF CREDIT NO. [_]




May ___, 2008




	 	 	 
	To:

	 	Brocade Communications Systems, Inc.
	 

	 	1745 Technology Drive
	 

	 	San Jose, California 95110






Ladies and Gentlemen:




          At the request and for the account of MFP At First Parallel SPE, LLC (the “Account Party”), we
hereby establish this Irrevocable Letter of Credit (the “Letter of Credit”) in your favor to secure
the obligations of MFP/Hunter@First Development Partners, LLC under the Development Services
Agreement dated May ___, 2008, as may be amended from time to time, in accordance with the
following terms and conditions:





	1.	 	Expiration. This Letter of Credit shall automatically expire at the close of business on the
earliest of:






	 	(a)	 	June 1, 2009, but such expiration date shall be automatically extended without
amendment for a period of one (1) year from the present or any future expiration date,
but in no event later than November 21, 2010, unless, at least 30 days before any
expiration date, we notify you by registered mail or overnight courier service at the
above address, that this Letter of Credit is not extended beyond the current expiration
date; and
	 
	 	(b)	 	our receipt of your certificate in the form of Annex A-1 hereto appropriately
completed, together with this Letter of Credit.




In the event such expiration date shall not be a Business Day (as hereinafter defined) then this
Letter of Credit shall expire on the next succeeding Business Day.





	2.	 	Stated Amount. The aggregate amount available under this Letter of Credit shall be Twenty
Million and 00/100 Dollars ($20,000,000.00) in U.S. Dollars, which amount as from time to time
reduced as provided in paragraph 3 is hereinafter referred to as the “Stated Amount.”






	3.	 	Reductions in the Stated Amount. The Stated Amount shall be reduced automatically from
time to time upon our honoring of a demand for payment hereunder by an amount equal to the
amount of such payment. The Stated Amount may also be reduced from time to time at your
written directions in the form of Annex A-2 hereto.





Exhibit F – 1




 









 









	4.	 	Documents To Be Presented. Funds under this Letter of Credit are available to you against a
certificate signed by you in the form of Annex A-3 hereto appropriately completed (a
“Drawing”).






	5.	 	Method and Notice of Presentment. The certificate referenced in paragraph 4 (a “Demand for
Payment”) may be delivered to us in person, by mail, by an express delivery service, or by
telecopy to our fax number [                                        ]. A Demand for Payment shall be presented during our
business hours on a Business Day prior to the expiration hereof at our office at
[                                                            ]. As used herein, “Business Day” means any day other than (i)
a Saturday or Sunday or (ii) a day on which the New York Stock Exchange is closed or Banks in
New York or Charlotte, North Carolina are authorized to close.






	6.	 	Time and Method for Payment.






	 	(a)	 	If a Demand for Payment is made on a Business Day to us prior to 11:00 a.m. in
strict conformity with the terms and conditions hereof, payment shall be made to you,
not later than 3:30 p.m. on the second succeeding Business Day (or third succeeding
Business Day if the account is outside the United States) or such later date as you may
specify in such demand for payment. All times referenced herein are as of New York, New
York time.
	 
	 	(b)	 	Unless otherwise agreed, payment under this Letter of Credit shall be made in
immediately available funds to such bank accounts specified by you in the Demand for
Payment.






	7.	 	Transferability. This Letter of Credit is transferable. Transfer of this Letter of Credit is
subject to our receipt of your instructions in the form attached hereto as Annex A-4
accompanied by the original Letter of Credit and all amendment(s), if any. Costs or expenses
of such transfer shall be for your account.






	8.	 	GOVERNING LAW AND CUSTOMS. TO THE EXTENT CONSISTENT WITH THE EXPRESS PROVISIONS HEREOF, THIS
LETTER OF CREDIT SHALL BE GOVERNED BY THE INTERNATIONAL STANDBY PRACTICES — ISP98 (“ISP98”),
AND TO THE EXTENT CONSISTENT WITH THE EXPRESS PROVISIONS HEREOF AND NOT GOVERNED BY THE ISP98,
THIS LETTER OF CREDIT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.





	9.	 	Irrevocability. This Letter of Credit shall be irrevocable.






	10.	 	No Negotiation. A Demand for Payment under this Letter of Credit shall be presented directly
to us and shall not be negotiated to or by any third party.






	11.	 	Address for Communications. Communications with respect to this Letter of Credit shall be in
writing and shall be addressed to us at the addresses referenced in paragraph 5, specifically
referred thereon to our Irrevocable Letter of Credit No. [                    ].





Exhibit F – 2









 









 












	12.	 	Complete Agreement. This Letter of Credit, including Annex A-1 through A-4 hereto, sets forth
in full the terms of our undertaking. Reference in this Letter of Credit to other documents or
instruments is for identification purposes only and such reference shall not modify or affect
the terms hereof or cause such documents or instruments to be deemed incorporated herein.





Exhibit F – 3









 









 











          We hereby agree with you to honor your demand for payment presented in strict compliance with
the terms and conditions of this Letter of Credit.




	 	 	 	 	 
	 	Very truly yours,



BANK OF AMERICA, N.A.

 	 
	 	By:  	 	 
	 	 	     Name:  	 	 
	 	 	     Title:  	 	 
	 



Exhibit F – 4





 









 





ANNEX A-1




TERMINATION CERTIFICATE REPAYMENT

Re:      Irrevocable Letter of Credit No. [                    ]




          The undersigned, a duly authorized officer of Brocade Communications Systems, Inc. (the
“Beneficiary”), hereby certifies to Bank of America, N.A. (the “Bank”), with reference to
Irrevocable Letter of Credit No. [                                        ] (the “Letter of Credit”, any capitalized term
used herein and not defined shall have its respective meaning as set forth in the Letter of Credit)
issued by the Bank in favor of the Beneficiary, that the Account Party is not required to maintain
the Letter of Credit at this time.




          The Letter of Credit is attached hereto and being surrendered to you herewith.




          IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the day
of                     , 20___.




	 	 	 	 	 
	 	BROCADE COMMUNICATIONS SYSTEMS, 

INC., a Delaware corporation

 	 
	 	By:  	 	 
	 	 	     Name:  	 	 
	 	 	     Title:  	 	 
	 



Exhibit F – 5





 









 





ANNEX A-2




REDUCTION CERTIFICATE

Re:      Irrevocable Letter of Credit No. [                    ]




          The undersigned, a duly authorized officer of Brocade Communications Systems, Inc. (the
“Beneficiary”), hereby certifies to Bank of America, N.A. (the “Bank”), with reference to
Irrevocable Letter of Credit No. [                                        ] (the “Letter of Credit”, any capitalized term
used herein and not defined shall have its respective meaning as set forth in the Letter of Credit)
issued by the Bank in favor of the Beneficiary, that the Stated Amount of the Letter of Credit
shall permanently be reduced to U.S. $                                        .




          IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the day
of                    , 20___




	 	 	 	 	 
	 	BROCADE COMMUNICATIONS SYSTEMS, 

INC., a Delaware corporation

 	 
	 	By:  	 	 
	 	 	     Name:  	 	 
	 	 	     Title:  	 	 
	 



Exhibit F – 6





 









 





ANNEX A-3




CERTIFICATE FOR DRAWING

Re:      Irrevocable Letter of Credit No. [                                        ]




          The undersigned, a duly authorized officer of Brocade Communications Systems, Inc. (the
“Beneficiary”), hereby demands payment in the amount of U.S. $[                    ] (the “Drawing”) from Bank
of America, N.A. (the “Bank”), under Irrevocable Letter of Credit No. [                    ] (the “Letter of
Credit”, any capitalized term used herein and not defined shall have its respective meaning as set
forth in the Letter of Credit) issued by the Bank in favor of the Beneficiary.




          The undersigned hereby certifies that:





     (a) The Beneficiary is making this Drawing [complete certification with either
(i) or (ii) as applicable]




     (i) pursuant to the terms of the Development Services Agreement between the
Beneficiary and MFP/Hunter@First Development Partners, LLC, dated May ___, 2008, as
amended (the “Development Services Agreement”); or




     (ii) by reason of Beneficiary having received a notice of Non-Renewal from Bank
of America, N.A. and not having received a replacement Letter of Credit acceptable
to the Beneficiary.




     (b) The Beneficiary has not issued a certificate in the form of Annex A-1 to
the Letter of Credit.




     (c) The Drawing does not exceed the Stated Amount.




     (d) (i) Payment of this demand for payment is requested on or before 3:30 p.m.,
the second Business Day succeeding (or, if the account specified below is outside
the United States, three Business Days after) the Business Day on which this
Certificate is received or deemed to have been received by the Bank in accordance
with paragraph 6 of the Letter of Credit.




     (ii) Payment of this demand for payment shall be made to the Beneficiary by credit to
the following account:



	 	 	 	 	 
	 	Brocade Communications Systems, Inc.

[Account Information]

 	 
	 	 	 
	 	 	 
	 	 	 
	 



Exhibit F – 7




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



          IN WITNESS WHEREOF, the Beneficiary has executed and delivered this Certificate as of the day
of                     , 20___.




	 	 	 	 	 
	 	BROCADE COMMUNICATIONS SYSTEMS, 

INC., a Delaware corporation

 	 
	 	By:  	 	 
	 	 	     Name:  	 	 
	 	 	     Title:  	 	 
	 



Exhibit F – 8





 









 





ANNEX A-4




TRANSFER FORM




                                        , 200_

Bank of America N.A.

[applicable address]




	 	 	 
	Re:

	 	Irrevocable Standby Letter of Credit No.                     





We request you to transfer all of our rights as beneficiary under the Letter of Credit referenced
above to the transferee, named below:




 

Name of Transferee




 

Address



By this transfer all our rights as the original beneficiary, including all rights to make drawings
under the Letter of Credit, go to the transferee. The transferee shall have sole rights as
beneficiary, whether existing now or in the future, including sole rights to agree to any
amendments, including increases or extensions or other changes. All amendments will be sent
directly to the transferee without the necessity of consent by or notice to us.



We enclose the original letter of credit and any amendments thereto. Please indicate your
acceptance of our request for the transfer by endorsing the letter of credit and sending it to the
transferee with your customary notice of transfer.



For your transfer fee of $250.00





	*	 	Enclosed is our check for $                                        
	 
	*	 	You may debit my/our Account No.                    




We also agree to pay you on demand any expenses which may be incurred by you in connection with
this transfer.




Exhibit F – 9









 














	 
	The signature and title at the right
conform with those shown in our files as
authorized to sign for the beneficiary.
Policies governing signature
authorization as required for withdrawals
from customer accounts shall also be
applied to the authorization of
signatures on this form. The
authorization of the Beneficiary’s
signature and title on this form also
acts to certify that the authorizing
financial institution (i) is regulated by
a U.S. federal banking agency; (ii) has
implemented anti-money laundering
policies and procedures that comply with
applicable requirements of law, including
a Customer Identification Program (CIP)
in accordance with Section 326 of the USA
PATRIOT Act; (iii) has approved the
Beneficiary under its anti-money
laundering compliance program; and (iv)
acknowledges that Bank of America, N.A.
is relying on the foregoing
certifications pursuant to 31 C.F.R.
Section 103.121 (b)(6).

	 

	 
	 
	NAME OF BANK

	 

	 
	 
	AUTHORIZED SIGNATURE AND TITLE

	 

	 
	 
	PHONE NUMBER













 




 

NAME OF TRANSFEROR




 




 

NAME OF AUTHORIZED SIGNER AND TITLE




 




 

AUTHORIZED SIGNATURE









Exhibit F – 10





 











 





EXHIBIT G




OWNER DESIGN MODIFICATIONS (BUILDING ONE)




See Attached 6 Pages




Exhibit G — Page 1




 









 








Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 
	Item # 	 	Sheet Number	 	Comments
	 

	 	BUILDING #1,

Design
Development Dated
05.01.08	 	 
	 
	 	 	 	 
	B1-1

	 	A2.11
	 	Revised location of Loading Dock doors #117 to be centered on the dock.
The doors shall be hollow metal, painted w/o sidelites.
	 
	 	 	 	 
	B1-2

	 	 	 	Walk off mats at all Entry doors need to be 6’ wide for LEED
	 
	 	 	 	 
	B1-3

	 	 	 	Verify Building Lobby requires a 2 hour fire rating for walls and 90
min.for doors.
	 
	 	 	 	 
	B1-4

	 	 	 	Verify Elevator Lobby doors require a 90 min. rating
	 
	 	 	 	 
	B1-5

	 	A2.12, A2.13, A2.14
	 	Move west wall of Stair 1 &2 to align w/ finish face of future furring
at brace frames.
	 
	 	 	 	 
	B1-6

	 	A2.12
	 	Window covering called out in Keynote #16 shall match Tl Mecho Shade
blinds.
	 
	 	 	 	 
	B1-7

	 	A3. 01
	 	Revised location of Loading Dock doors #117 to be centered on the dock.
The doors shall be hollow metal, painted w/o sidelites.
	 
	 	 	 	 
	B1-8

	 	A3.02
	 	South Elevation note that a future card reader will be installed to
right of pair of entry doors.
	 
	 	 	 	 
	B1-9

	 	A5.01
	 	Same notes as Items B1-1, B1-2, B1-3 above.
	 
	 	 	 	 
	B1-10

	 	3&4/A5.11
	 	Revise restrooms mirrors from 3 to 1 large mirror from wall to wall.
	 
	 	 	 	 
	B1-11

	 	5/A5.11
	 	Extend lavatory backsplash up 4” to bottom of mirror.
	 
	 	 	 	 
	B1-12

	 	 	 	Revise counter edge detail to have square eased edge instead of bullnose.
	 
	 	 	 	 
	B1-13

	 	A7.10
	 	Elevator cab finishes shall be selected as part of Tl, cab shall to be
designed to allow for 1/2” of floor finish. Check 2/A7. 11 key.
	 
	 	 	 	 
	B1-14

	 	3/A8.02, 4/A8.06
	 	Note that a future card reader will be installed to right of pair of
entry doors.
	 
	 	 	 	 
	B1-15

	 	1 C/A10.05, 2/A10.05
	 	Revise detail of acoustical tile ceiling to include 2” expansion edge
angle per 2007 code requirements. It is noted that no acoustical tile
ceiling shall be installed in Base Building scope.
	 
	 	 	 	 
	B1-16

	 	A10.10
	 	Revise to following doors to be full height, 111A, Ground Floor 118, 104,
105, 106, 107, 108, 109, 110, 119, 116A, Typical Upper Floors 211A,204,206,
205, 207, 208, 218A.
	 
	 	 	 	 
	B1-17

	 	A10.30
	 	Janitor Closet base shall be rubber not VCT. All finishes TBD as part of
Ties.
	 
	 	 	 	 
	B1-18

	 	A2.xx
	 	Sheet note calls for 2 hr. fireproofing on brace frame seismic elements.
Eliminate if not needed to meet code.
	 
	 	 	 	 
	B1-19

	 	1/P4.03
	 	Add make-up to Chilled Water system to detail. Verify make-up water pipe
size to boiler.
	 
	 	 	 	 
	B1-20

	 	2/E3.9
	 	Unit substations be housed within penthouse enclosure not exposed to the
weather.
	 
	 	 	 	 
	B1-21

	 	1/A5.03
	 	Room 1.2.18 should be labelled as Telephone Room.






	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	 

	 	BUILDING #2,

Bulletin #2 Issue
for Permit Addendum
dated 05.01.08	 	 
	 
	 	 	 	 
	B2-1

	 	A2.11
	 	Walk off mats at all Entry doors need to be 6’ wide for LEED
	 
	 	 	 	 
	B2-2

	 	 	 	Verify Building Lobby requires a 2 hour fire rating for walls and 90
min.for doors.
	 
	 	 	 	 
	B2-3

	 	 	 	Verify Elevator Lobby doors require a 90 min. rating
	 
	 	 	 	 





Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08




 









 








Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	B2-4

	 	A2.12, A2.13,A2.14
	 	Move west wall of Stair 1 &2 to align w/ finish face of future furring
at brace frames.
	 
	 	 	 	 
	B2-5

	 	 	 	Verify the Elevator Lobby Hold Open Door Pockets align w/ finish face of
future fuuring at brace frames.
	 
	 	 	 	 
	B2-6

	 	A2.14A
	 	Verify that duct enclosure call out in Keynote #12 will clear future Tl
ceiling.
	 
	 	 	 	 
	B2-7

	 	A3.01
	 	Window covering called out in Keynote #8 shall match Tl Mecho Shade
blinds.
	 
	 	 	 	 
	B2-8

	 	A3.02
	 	South Elevation note that a future card reader will be installed to
right of pair of entry doors.
	 
	 	 	 	 
	B2-9

	 	A5.01
	 	Same notes as Items B2-1 , B2-2, B2-3 above.
	 
	 	 	 	 
	B2-10

	 	3&4/A5.11
	 	Revise restrooms mirrors from 3 to 1 large mirror from wall to wall.
	 
	 	 	 	 
	B2-11

	 	5/A5.11
	 	Extend lavatory backsplash up 4” to bottom of mirror.
	 
	 	 	 	 
	B2-12

	 	 	 	Revise counter edge detail to have square eased edge instead of bullnose.
	 
	 	 	 	 
	B2-13

	 	A7.10
	 	Elevator cab finishes shall be selected as part of Tl, cab shall to be
designed to allow for 1/2” of floor finish. Check 2/A7.11 key.
	 
	 	 	 	 
	B2-14

	 	3/A8.02, 4/A8.06
	 	Note that a future card reader will be installed to right of pair of
entry doors.
	 
	 	 	 	 
	B2-15

	 	1C/A10.05, 2/A10.05
	 	Revise detail of acoustical tile ceiling to include 2” expansion edge
angle per 2007 code requirements. It is noted that no acoustical tile
ceiling shall be installed in Base Building scope.
	 
	 	 	 	 
	B2-16

	 	A10.10
	 	Revise to following doors to be full height, 111A, Ground
Floor118, 104, 105, 106, 107, 108, 109, 110, 119, 116A, Typical Upper Floors
211A,204,206, 205, 207, 208, 218A.
	 
	 	 	 	 
	B2-17

	 	A10.30
	 	Janitor Closet base shall be rubber not VCT. All finishes TBD as part of
Ties.
	 
	 	 	 	 
	B2-18

	 	A2.xx
	 	Sheet note calls for 2 hr. fireproofing on brace frame seismic elements.
Eliminate if not needed to meet code.
	 
	 	 	 	 
	B2-19

	 	A2.11
	 	Door to Service Elevator Lobby is only 3’ wide. Minimum width needs to
accommodate 51” wide deliveries. Door should be made into a double door
and equipped with magnetic hold opens.
	 
	 	 	 	 
	B2-20

	 	A3.01, A3.02
	 	Curtain wall fly-ups appear unchanged from January drawings. Brocade
requested these fly-ups will be reduced in height and VE savings
realized.
	 
	 	 	 	 
	B2-21

	 	M5.1, MT.24
	 	Cooling Tower and Chiller schedule information calls for VFD while T-24
Sheet MECH-5-C shows these as being one speed. T-24 sheet should be
changed.
	 
	 	 	 	 
	B2-22

	 	E3.1
	 	Booster pump package for domestic cold water is not provided with
electrical power. Add power for these pumps.
	 
	 	 	 	 
	B2-23

	 	E4.1
	 	Conduit from 21 kV service breaker to future added
transformer/switchgear to be installed to roof as part of base building
installation.
	 
	 	 	 	 
	B2-24

	 	3/E3.9
	 	Unit substation to be housed within penthouse enclosure not exposed to
the weather.
	 
	 	 	 	 
	B2-25

	 	1/P4.03
	 	Add make-up water to Chilled Water system. Correct make-up water pipe
size to boiler system.






	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	 

	 	BUILDING #3,

Bulletin #2 Issue
for Permit Addendum
dated 05.01.08	 	 






Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08




 









 





Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	B3-1

	 	A2.11
	 	Walk off mats at all Entry doors need to be 6’ wide for LEED
	 
	 	 	 	 
	B3-2

	 	 	 	Verify Building Lobby requires a 2 hour fire rating for walls and
90 min.for doors.
	 
	 	 	 	 
	B3-3

	 	 	 	Add pair of exterior glass doors to Cafeteria Patio.
	 
	 	 	 	 
	B3-4

	 	 	 	Add pair of hollow metal exterior doors to Load Dock for Kitchen.
	 
	 	 	 	 
	B3-5

	 	 	 	Verify Elevator Lobby doors require a 90 min. rating
	 
	 	 	 	 
	B3-6

	 	A2.12, A2.13,A2.14
	 	Move west wall of Stair 1 &2 to align w/ finish face of future
furring at brace frames.
	 
	 	 	 	 
	B3-7

	 	 	 	Verify the Elevator Lobby Hold Open Door Pockets align w/ finish
face of future fuuring at brace frames.
	 
	 	 	 	 
	B3-8

	 	A2.14A
	 	Verify that duct enclosure call out in Keynote #12 will clear
future Tl ceiling.
	 
	 	 	 	 
	B3-9

	 	A3.01
	 	Window covering called out in Keynote #8 shall match Tl Mecho Shade
blinds.
	 
	 	 	 	 
	B3-10

	 	A3.02
	 	South Elevation note that a future card reader will be installed to
right of pair of entry doors.
	 
	 	 	 	 
	B3-11

	 	A5.01
	 	Same notes as Items B2-1 , B2-2, B2-3 above.
	 
	 	 	 	 
	B3-12

	 	3&4/A5.11
	 	Revise restrooms mirrors from 3 to 1 large mirror from wall to wall.
	 
	 	 	 	 
	B3-13

	 	5/A5.11
	 	Extend lavatory backsplash up 4” to bottom of mirror.
	 
	 	 	 	 
	B3-14

	 	 	 	Revise counter edge detail to have square eased edge instead of
bullnose.
	 
	 	 	 	 
	B3-15

	 	A7.10
	 	Elevator cab finishes shall be selected as part of Tl, cab shall to
be designed to allow for 1/2” of floor finish. Check 3/A7. 11 key.
	 
	 	 	 	 
	B3-16

	 	3/A8.02, 4/A8.06
	 	Note that a future card reader will be installed to right of pair
of entry doors.
	 
	 	 	 	 
	B3-17

	 	1C/A10.05, 2/A10.05
	 	Revise detail of acoustical tile ceiling to include 2” expansion
edge angle per 2007 code requirements. It is noted that no
acoustical tile ceiling shall be installed in Base Building scope.
	 
	 	 	 	 
	B3-18

	 	A10.10
	 	Revise to following doors to be full height, 111A, Ground
Floor118, 104, 105, 106, 107, 108, 109, 110, 119, 116A, Typical Upper
Floors 211A,204,206, 205, 207, 208, 218A.
	 
	 	 	 	 
	B3-19

	 	A10.30
	 	Janitor Closet base shall be rubber not VCT. All finishes TBD as
part of Ties.
	 
	 	 	 	 
	B3-20

	 	A2.xx
	 	Sheet note calls for 2 hr. fireproofing on brace frame seismic
elements. Eliminate if not needed to meet code.
	 
	 	 	 	 
	B3-21

	 	A2. 11
	 	Door to Service Elevator Lobby is only 3’ wide. Minimum width needs
to accommodate 51” wide deliveries. Door should be made into a
double door and equipped with magnetic hold opens.
	 
	 	 	 	 
	B3-22

	 	A3.01 , A3.02
	 	Curtain wall fly-ups appear unchanged from January drawings.
Brocade requested these fly-ups will be reduced in height and VE
savings realized.
	 
	 	 	 	 
	B3-23

	 	A2.15, M2.8
	 	Identify roof area where future kitchen mechanical equipment will
be located.
	 
	 	 	 	 
	B3-24

	 	M5.1, MT.24
	 	Cooling Tower and Chiller schedule information calls for VFD while
T-24 Sheet MECH-5-C shows these as being one speed. T-24 sheet
should be changed.
	 
	 	 	 	 
	B3-25

	 	E3.1
	 	Booster pump package for domestic cold water is not provided with
electrical power. Add power for these pumps.
	 
	 	 	 	 
	B3-26

	 	3/E3.9
	 	Unit substation to be housed within penthouse enclosure not exposed
to the weather.






Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08





 












 





Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	B3-27

	 	P2.11
	 	Sleeve for future Kitchen grease waste pipe should be
added with associated flex connection to site waste
piping that is run to grease intercepter.
	 
	 	 	 	 
	B3-28

	 	1/P4.03
	 	Add make-up water to Chilled Water system. Correct
make-up water pipe size to boiler system.
	 
	Item #	 	Sheet Number	 	Comments
	 

	 	SITE 

Bulletin #2
Issue for Permit
Addendum dated
05.01.08	 	 
	 
	 	 	 	 
	S-1

	 	C4.0
	 	Show location of Load Dock doors for Building #1 in
the correct location.
	 
	 	 	 	 
	S-2

	 	C4.1
	 	Show the addition of new doors for Load Dock and
Patio for Building #3.
	 
	 	 	 	 
	S-3

	 	C5.0 & L-2.1
	 	Add three (3) access doors in west wall of Service
Yard of Building #1 for refueling. Exact location on
elevation TBD.
	 
	 	 	 	 
	S-4

	 	L-2.6
	 	Add security gate across west walkway leading to
public sidewalk.
	 
	 	 	 	 
	S-5

	 	 	 	Develop Trash Enclosure to west of Load Dock,
adjacent to ramp landing.
	 
	 	 	 	 
	S-6

	 	L-5.1
	 	Provide information on greywater system.
	 
	 	 	 	 
	S-7

	 	SE-3
	 	Provide lighting for Service Yards and Loading Dock.
	 
	 	 	 	 
	S-8

	 	SE-5
	 	Provide power outlets in low height wall around Patio.
	 
	 	 	 	 
	S-9

	 	 	 	Site conduit to support intra camus network to be
included in base project cost. Requirements
forthcoming from Brocade.
	 
	Item #	 	Sheet Number	 	Comments
	 

	 	PARKING GARAGE
Redesign
Development dated
05.01.08	 	 
	 
	 	 	 	 
	P-1

	 	A7.11
	 	Elevator cab finishes to be TBD in the Tl package.
	 
	 	 	 	 
	P-2

	 	A8.10
	 	Brocade to provide future input on security gate arms
and roll down grilles. Development Manager to include
all costs for parking management tools, card access
equipment and other equipment for separating the
hotel 80 stalls from the brocade stalls
	 
	 	 	 	 
	P-3

	 	General
	 	Blue security phones to be locate in future Tl.
	 
	 	 	 	 
	P-4

	 	E3.x
	 	Provide photometric analysis indicating minimum
footcandle requirements are met within all garage
areas.
	 
	 	 	 	 
	          Specifications
	 	 	 	 
	 
	Section	 	Item	 	Comments
	_01352-LEED
REQUIREMENTS

	 	1.02 References,
O.1.LEED-NC v2.2
	 	Project is registered on USGBC website under LEED-CS
2.0. Project LEED Checklist dated 9/5/07 is a CS
Checklist, though not labeled.
	 
	 	 	 	 
	 

	 	1 .04 Project
Goals, A. LEED
Project Goals, 1.
LEED Credits
	 	Credits in items c, d, l, j, k, l, p, q, t and ee are LEED-NC
credits which are slightly different from LEED-CS
credits
	 
	 	 	 	 
	 

	 	1.04 Project Goals,
A. LEED Project
Goals, 2.
	 	References LEED-NC v2.2
	 
	 	 	 	 
	 

	 	2.02 Recycled
Content of
Materials, A.
	 	LEED Credit 4.2 requires a minimum 20% of the cost of
materials constitute recycled content
	 
	 	 	 	 
	 

	 	2.03 Certified Wood
	 	LEED Credit is MR 6 in CS






Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08














 








Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	 

	 	2.04 Construction


IAQ Management, B
	 	LEED Credit 3.2 IAQ for pre-occupancy doesn’t exist in LEED-CS
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Commissioning to be referenced for LEED EA Prerequisite 1 and
EQ-3 Enhanced Commissioning
	 
	 	 	 	 	 	 
	_01505-CONSTRUCTION WASTE
MANAGEMENT

	 	 	 	 	 	No Reference to LEED Letter Template for Waste Calculation
Tables for MR2.1 and 2.2
	 
	 	 	 	 	 	 
	_02871-BICYCLE RACKS

	 	1.01,B.1	 	Doesn’t specify whether “Silver” certification is for LEED-NC
or LEED-CS (points required are different)
	 
	 	 	 	 	 	 
	_02810-LANDSCAPE
IRRIGATION

	 	 	 	 	 	No Reference to Stormwater Management plan, LEED Credit SS-6.2
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No Reference to Graywater system, LEED Credit WE-1.2
	 
	 	 	 	 	 	 
	_02820-FOUNTAINS

	 	 	 	 	 	No Reference to Graywater system, LEED Credit WE-1.2
	 
	 	 	 	 	 	 
	_033000-CAST-lN-PLACE
CONCRETE

	 	 	 	 	 	No reference to Fly Ash content for LEED MR-4. 1/4.2 Recycled
Content
	 
	 	 	 	 	 	 
	_05500 METAL
FABRICATIONS

	 	1.01.D.1	 	Doesn’t specify whether “Silver” certification is for LEED-NC
or LEED-CS (points required are different)
	 
	 	 	 	 	 	 
	_06070-WOOD TREATMENT

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.1
(Adhesives VOC content)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.4

(Composite-wood products with no urea formaldehyde)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit MR-6-Certified
Wood
	 
	 	 	 	 	 	 
	_06100-ROUGH
CARPENTRY

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.1


(Adhesives VOC content)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.4


(Composite-wood products with no urea formaldehyde)
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit MR-6-Certified
Wood
	 
	 	 	 	 	 	 
	_07210 BUILDING
INSULATION

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.4


(Composite-wood products with no urea formaldehyde)
	 
	 	 	 	 	 	 
	_07511 BUILT-UP
ASPHALT ROOFING

	 	 	 	 	 	No reference to documentation for LEED Credit SS-7.2 Heat
Island Effect (Roof).
	 
	 	 	 	 	 	 
	_08121 ALUMINUM FRAMES

	 	 	 	 	 	No reference to documentation for LEED Credit MR-4. 1/4. 2
Recycled Content
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit MR-5.1 Regional
Materials
	 
	 	 	 	 	 	 
	_08212-FLUSH WOOD DOORS

	 	 	 	 	 	No reference to documentation for LEED Credit MR-6-Certified
Wood
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	No reference to documentation for LEED Credit EQ-4.4


(Composite-wood products with no urea formaldehyde)






Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08














 








Brocade’s Project Team Comments of

Offices @ First Building Packages Dated 05.01.08




	 	 	 	 	 
	Item #	 	Sheet Number	 	Comments
	_08411 -ALUMINUM FRAMED
STOREFRONTS

	 	 	 	No reference to documentation for LEED Credit MR-4. 1/4.2
Recycled Content
	 
	 	 	 	 
	 

	 	 	 	No reference to documentation for LEED Credit MR-5.1
Regional Materials
	 
	 	 	 	 
	_08911-GLAZED ALUMINUM
CURTAIN WALL

	 	 	 	No reference to documentation for LEED Credit MR-4. 1/4.2
Recycled Content
	 
	 	 	 	 
	 

	 	 	 	No reference to documentation for LEED Credit MR-5.1
Regional Materials
	 
	 	 	 	 
	_09220-PORTLAND CEMENT
PLASTER

	 	 	 	No reference to documentation for LEED Credit MR-4.1/4.2
Recycled Content for lath materials
	 
	 	 	 	 
	 

	 	 	 	No reference to documentation for LEED Credit MR-5.1
Regional Materials for lath materials
	 
	 	 	 	 
	10504-PLASTIC-LAMINATED
FACED LOCKERS

	 	 	 	These can be deleted.
	 
	 	 	 	 
	10520-FIRE PROTECTION
SPECIALTIES

	 	2.02, B. Cabinets
	 	Change from semi-recessed to fully recessed
	 
	 	 	 	 
	14210 ELECTRIC TRACTION
ELEVATORS

	 	2.05 Car Enclosure
	 	Depth of pan to accommodate tile/stone floor finish
	 
	 	 	 	 
	15500 HEATING,
VENTILATING & AIR
CONDITIONING

	 	 	 	No reference to LEED Prequisite EA Commissioning
	 
	 	 	 	 
	 

	 	 	 	No reference to LEED Credit EA-1 Optimize Energy
Performance
	 
	 	 	 	 
	 

	 	 	 	No reference to LEED Credit EA-3 Enhanced Commissioning
	 
	 	 	 	 
	16010 GENERAL
ELECTRICAL REQUIREMENTS

	 	 	 	No reference to LEED Prequisite EA Commissioning
	 
	 	 	 	 
	 

	 	 	 	No reference to LEED Credit EA-1 Optimize Energy
Performance
	 
	 	 	 	 
	 

	 	 	 	No reference to LEED Credit EA-3 Enhanced Commissioning
	 
	 	 	 	 
	16570 LOW VOLTAGE 

LIGHTING
CONTROL SYSTEMS

	 	 	 	No reference to LEED Credit EA-1 Optimize Energy
Performance
	 
	 	 	 	 
	 

	 	 	 	No reference to LEED Credit SS-8 Light Pollution Reduction






Brocade

RMW architecture interiors

D.R.Young Associates, Inc.

05.09.08

















 





 EXHIBIT H




DESCRIPTION OF SHELL AND CORE IMPROVEMENTS



Development Manager shall complete the following work as part of required Shell and Core Delivery:





	 	1.	 	Base Building electrical, mechanical, fire protection, and life safety systems
distribution shall be in accordance with the approved Final Plans and Specifications for
unoccupied office space in a shell condition. All such systems shall be in good working
order.
	 
	 	2.	 	The area intended for the Interior Improvements shall be clean and free from any
Shell and Core debris and material.
	 
	 	3.	 	Completed men’s and women’s toilet rooms and other common area rooms noted on the
approved Final Plans and Specifications.
	 
	 	4.	 	Completed elevators, including call buttons and elevator lobby walls with a level 4
drywall finish. One elevator per building shall be operational and permitted through Cal
OSHA for temporary use as a construction elevator. All other elevators shall be
complete, with cab finishes, and ready for Cal OSHA inspection pending completion of the
tenant improvement scope of work.
	 
	 	5.	 	Completed electrical/telephone rooms with code compliant transformers, distribution
panels with breakers per approved plans.
	 
	 	6.	 	Completed Glazing at all floors, including fire safing at the perimeter and at all
floors, to allow Owner to commence with wall layout at each floor. Building shall be in a
“weatherproof” condition.
	 
	 	7.	 	Completed HVAC medium pressure duct loop on all floors. The loop on each floor
shall travel just outside of the building core.
	 
	 	8.	 	All stairwells completed with all finishes and lighting and required fire and life
safety systems.
	 
	 	9.	 	Completed empty conduit sleeves for Telecommunication lines from the main terminal
boxes in the Building (i.e., Minimum Point Of Entry) to the plywood backboard in the IDF
room on each floor.
	 
	 	10.	 	Mechanical equipment room/Penthouse completed, including fans and equipment along
with hot water piping loop distributed on each floor. The loop on each floor shall
travel just outside of the building core.




Exhibit H – Page1  









 






	 	11.	 	Fire sprinklers: Temporary and permanent protection consisting of mains, laterals
and uprights, installed according to approved Final Plans and Specifications.
	 
	 	12.	 	Fire alarm and communication system installed according to approved Final Plans and
Specifications for fire alarm.
	 
	 	13.	 	Equipment yard pad poured with all conduits stubbed to 6” above the slab and the
perimeter walls completed. This relates only to Building 1 which will be included in a
later change order.
	 
	 	14.	 	Site Work shall be completed enough to allow access to all of the Buildings for all
trades.




Exhibit H – Page2  









 











EXHIBIT I




LIST OF CONTRACTS





	1.	 	Standard Form of Agreement between Owner and Subcontractor dated September 10, 2007, and
General Addendum to Agreement between Owner and Subcontractor, each between MFP/Hunter @First
Office Partners, LLC and Appian Engineering, Inc.
	 
	 	 	Change Order 2 dated 11/27/07, Change Order 4 dated 12/31/07,

Change Order 6 dated 1/30/08, Change Order 8 dated 1/30/08,

Change Order 10 dated 2/28/08, Change Order 12 dated 3/31/08;

Change Order 13 dated 3/31/08; Change Order 15 dated 3/31/08

Change Order 16 dated 4/29/08 ; Change Order 19 dated 5/7/08






	2.	 	Standard Form of Agreement between Client and Architect dated December 11, 2007, General
Addendum to Agreement between Owner and Consultant dated 12/13/07, and Client/Architect Letter
of Agreement dated December 13, 2007 each between MFP/Hunter @First Office Partners, LLC and
Korth Sunseri Hagey Architects
	 
	 	 	Work Authorization WA-1 dated 1/24/08

Work Authorization WA-5 dated 4/17/08

Letter of Agreement dated 5/19/08






	3.	 	Terms of Agreement Geotechnical Services for @First Project, San Jose, CA dated October 10,
2007, General Addendum to Agreement between Owner and Consultant dated October 10, 2007 each
between MFP/Hunter @First Office Partners, LLC and Bay Area Geotechnical Group, and Proposal
for Geotechnical Engineering Investigation dated April 2, 2007 addressed to Hunter Properties
	 
	 	 	Addendum to Proposal dated May 10, 2007

Revised Proposal dated January 9, 2008






	4.	 	Proposal to Provide Landscape Services and General Addendum to Agreement between Owner and
Consultant, each dated February 8, 2008 between MFP/Hunter @First Office Partners, LLC and The
Guzzardo Partnership, Inc.
	 
	 	 	Additional Scope for Landscape Services dated February 8, 2008






	5.	 	Agreement between Client and Consultant and General Addendum to Agreement between Owner and
Consultant, each dated March 5, 2008 between MFP/Hunter @First Office Partners, LLC and Kier
and Wright






	6.	 	Letter of Agreement for Structural Engineering Peer Review Services dated October 22, 2007
and General Addendum to Agreement between Owner and Consultant dated November ___, 2007, each
between MFP/Hunter @First Office Partners, LLC and KPFF Consulting Engineers





Exhibit I – Page1  









 





EXHIBIT J




PROPOSALS FOR BUILDING ONE MEP CHANGE ORDER




Description of the Building #1 MEP Change Order




HVAC Scope of Work:


Design/build engineering fees including Title 24 documentation.

A 2,400 ton chilled water plant consisting of:



Five (5) 501 ton cooling towers with stainless sumps and VFDs.

Three (3) 800 ton high efficiency electric chillers with VFDs.

Three (3) condenser water pumps with VFDs.

Three (3) primary chilled water pumps.

Three (3) secondary chilled water pumps with VFDs.




One (1) 2,000 MBH low NoX boiler with dual pumps and piping riser.

Two chilled water risers and one hot water riser with stubouts on each floor.

Water treatment including basin filters for cooling towers.

One (1) 40,000 cfm VAV AHU with economizer, VFD and MERV 13 filters for offices.

One (1) 15,000 cfm Ventilation AHU with humidity control and MERV 13 for 24/7 spaces.

Fire/smoke dampers as necessary.

Toilet exhaust system and air distribution.

Chiller room refrigerant monitor, exhaust system and cooling air handlers.

Elevator machine room cooling fan coil.

Vibration isolation including stamped seismic calculations.

DDC energy management system by TAC with low voltage wiring.

Crane and rigging for equipment and material. Metal deck to be removed for chiller rig.

Upgrade 800 ton equipment to 1,000 tons.

Insulated duct and pipe loops on floors 1 thru 4.




Plumbing Scope of Work:


Compressed Dry Air system and 100 lf of 3” Compressed air line down the building.




Electrical Scope of Work:


21kv primary service with unit substation on roof.

(2) 5000 amp services – will be total of two (2) roof top substations.

Power distributed to each of the floors (400 amps at 480V and sub feed to 400 amps at 208V).

Upgrade Fire Alarm system to capture all additions of scope.

Power to support all HVAC equipment.

Roof top equipement, including power and lighting.

Electrical connections to all mechanical equipment.




     [**]





 




			
	[**]	 	Certain information on this page has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






Exhibit J – Page1  









 





[Letterhead of CMI]




Clark Pothoff

Vance Brown

3197 Park Blvd

Palo Alto CA 94306




March 21, 2008




Re: Revised 6 Cooling Tower B1 Design




Dear Clark,



The following is the scope and proposal for the change request to use six cooling towers in lieu of
four cooling towers on building one. This proposal is based on a top
of tower height of 15'-0".




Scope





	 	1.	 	Provide six 500 ton cooling towers in lieu of four 728 ton cooling towers.
	 
	 	2.	 	Provide and install all piping for additional towers
	 
	 	3.	 	Provide and install all steel, isolation and seismic connections for additional towers
	 
	 	4.	 	Provide and install controls for additional towers
	 
	 	5.	 	Provide and install VFD’s for additional tower
	 
	 	6.	 	Rigging of towers into place





Assumptions





	 	1.	 	Electrical scope increase included by others.

	 
	 	2.	 	Plumbing scope increase included by others.





The price for the above listed scope is $[**].



Layout requires clearances be maintained around towers. The towers are not going to be in a
screened in area and are located on the same side of the roof as the chillers to minimize the
piping and keep the costs down.




Sincerely,




/s/
Jennifer Fraser                  




Jennifer Fraser

Critchfield Mechanical, Inc




cc: Steve Gustafson, CMI




Exhibit J




 




[**] Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 





[Letterhead of CRITCHFIELD MECHANICAL, INC.]




HVAC PRICING




	 	 	 	 	 
	 
	 	 	 	 
	To:

	 	Clark Pothoff, Vance Brown
	 	Date: March 10, 2008
	 
	 	 	 	 
	Re:

	 	at First Building 1, San Jose

HVAC Pricing
	 	From: Steve Gustafson





Following is our budget pricing for the Lab & Data Center building as requested, and our
assumptions.



Design/build engineering fees including Title 24 documentation.

A 2,400 ton chilled water cooling plant consisting of:



Three (3) 800 ton cooling towers with stainless sumps and VFDs.

Three (3) 800 ton high efficiency chillers with VFDs.

Three (3) condenser water pumps with VFDs.

Three (3) primary chilled water pumps.

Three (3) secondary chilled water pumps with VFDs.



One plate/frame heat exchanger for waterside economizer cooling.


One (1) 750 MBH boiler and dual pumps for office space heating.


One 12” chilled water riser and one 2” hot water riser stubbed out on each floor.


Water treatment including basin filters for cooling towers.


One (1) 30,000 cfm VAV air handler with economizer for office space.


Two (2) 9,000 cfm Ventilation Air Handlers for 24/7 spaces.


Duct risers with Fire/Smoke dampers for each air handler.


One (1) toilet exhaust system with air distribution on each floor.


One chiller room exhaust system with refrigerant monitoring per code.


Vibration isolation including stamped seismic calculations.


DDC energy management system w/ low voltage wiring.


Startup, lest and balance by CMI mechanics.

Crane and rigging for equipment and material. Metal deck to be removed for chiller rig.


Wage rates included thru June 2009.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	HVAC Pricing:
	 	$[**]	 	 
	 
	 	 	 	 	 	 
	 

	 	Add for redundant tower, chiller, and 3 pumps

(at time of original construction);
	 	$[**]	 	 
	 
	 	 	 	 	 	 
	 

	 	T.I. Lab and Data center pricing:
	 	[**]	 	 






Exclusions:

Horizontal pipe and duct distribution (except as noted above.)

LEED or PG&E studies and/or upgrades.




Exhibit J





 




[**] Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 





[Email from Mike Guarino (Redwood City Electric) to Bill Russell (Vance Brown)]

Subject: RE: BROCADE 4 STORY

Date: Friday, March 7, 2008 6:54 PM

Conversation: BROCADE 4 STORY




Bill,




Here’s our pricing for the 4 story shells:




	 	 	 	 	 	 	 
	 

	 	Developer-spec, warm shell
	 	$ [**]	 	 
	 
	 	 	 	 	 	 
	 

	 	Brocade-spec, warm shell
	 	$ [**]	 	 






The developer-spec price includes:





	o	 	Shell Building
	 
	o	 	Utilities from Prop. Line to Bldg.
	 
	o	 	Fire Alarm (per Code)





The Brocade-spec shell includes:





	o	 	Upgraded 21kv switchgear to support (2) 5000A Substation/MSB’s
	 
	o	 	Revised Utilities (service entrance moved to Generator Yard)
	 
	o	 	Added 5000A Substation/MSB (Substation B) on roof with 21kv feeder.
	 
	o	 	Conduits stubbed to Generator Yard for Tenant-furnished Emergency





Generators





	o	 	Duplicate building distribution system (electric rooms, panels, feeders, etc.) from Substation B.




I hope this is clear, and gives you the information you need. If you have any questions, please
call or email me.




Thanks,




Mike Guarino




Project Manager




Redwood City Electric




Exhibit J





 



[**] Certain information on this page has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.





 











 








EXHIBIT K




LEED SPECIFICATIONS




See Attached 6 Pages





Exhibit K – Page1  












 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Points	 	 	 	 
	Credit	 	Category	 	Yes	 	No	 	Maybe	 	Achieved	 	Action	 	Notes 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sustainable Sites 15 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 1
	 	Construction Activity Pollution Prevention

	 	Required
	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1
	 	Site Selection

	 	 
	 	No
	 	 
	 	 	0	 	 	VB
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2
	 	Development Density & Community Connectivity

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3
	 	Brownfield Redevelopment

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.1	 	Alternative
Transportation,
Public  Transportation Access
	 	Yes
	 	 
	 	 
	 	 	1	 	 	GA
	 	Confirm light rail is with in 1/2 mile of site or
one bus line with in 1/4 mile of site.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.2	 	Alternative Transportation,

Bicycle Storage & Changing Rooms
	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA/TGP
	 	TGP to determine if bike lockers are required.
KSHA to provide shower rooms in the garage.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.3	 	Alternative Transportation, Low

Emitting & Fuel Efficient Vehicles
	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA
	 	KSHA to provide preference parking stripe on 5%
of total parking.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.4
	 	Alternative Transportation, Parking Capacity

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA
	 	City ratio is 4 per thousand. KSHA to confirm
if LEED uses net or gross square feet.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.1
	 	Site Development, Protect or Restore Habitat

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.2
	 	Site Development, Maximize Open Space

	 	Yes
	 	 
	 	 
	 	 	1	 	 	TGP
	 	TGP to confirm San Jose requirement if any.
Confirm percentage of open space previously
calculated.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 6.1
	 	Storm water Design, Quantity Control

	 	Yes
	 	 
	 	 
	 	 	1	 	 	TGP/KW
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 6.2
	 	Storm water Design, Quality Control

	 	Yes
	 	 
	 	 
	 	 	1	 	 	TGP/KW
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 7.1
	 	Heat Island Effect, Non-Roof

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA/VB
	 	KSHA to provide a minimum of 50% covered parking
under a surface with a SRI of at least 29.
KSHA/VB to confirm the SRI of concrete deck is
at least 29.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 7.2
	 	Heat Island Effect, Roof

	 	 
	 	 
	 	Maybe
	 	 	1	 	 	KSHA/VB
	 	Cool roof required confirm that can be provided
by contractor. Requires an Sri of 78. If
photovoltaics used on garage do they qualify as
a cool roof?
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 8
	 	Light Pollution Reduction

	 	Yes
	 	 
	 	 
	 	 	1	 	 	RCE
	 	Electrical Eng. to confirm with photometric.
Use full cut off fixtures.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 9
	 	Tenant Design and Construction Guidelines

	 	Yes
	 	 
	 	 
	 	 	1	 	 	GA/HS
	 	Owner cost to generate guidelines owner to advise
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water Efficiency 5 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.1
	 	Water Efficient Landscaping, Reduce by 50%

	 	Yes
	 	 
	 	 
	 	 	1	 	 	TGP
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.2
	 	Water Efficient Landscaping, No Potable Use or No Irrigation

	 	Yes
	 	 
	 	 
	 	 	1	 	 	TGP
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2
	 	Innovative Wastewater Technologies

	 	 
	 	 
	 	Maybe
	 	 	1	 	 	GA
	 	Requires waterless urinals and low flow dual
flush toilets. Owner to advice. Plumbing Eng.
to confirm.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3.1
	 	Water Use Reduction, 20% Reduction

	 	 
	 	 
	 	Maybe
	 	 	1	 	 	GA
	 	Requires waterless urinals and low flow dual
flush toilets, sensor faucets, etc. Owner to
advice.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3.2
	 	Water Use Reduction, 30% Reduction

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Energy & Atmosphere 14 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 1
	 	Fundamental Commissioning of the Building
Energy Systems

	 	Required
	 	 
	 	 
	 	 	 	 	 	GA
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 2
	 	Minimum Energy Performance

	 	Required
	 	 
	 	 
	 	 	 	 	 	GA/CMI
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 3
	 	Fundamental Refrigerant Management

	 	Required
	 	 
	 	 
	 	 	 	 	 	GA/CMI
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1
	 	Optimize Energy Performance

	 	Yes
	 	 
	 	 
	 	 	2	 	 	CMI/KSHA
	 	Required to exceed Title 24 by 14%. KSHA/CMI to
test strategies with energy soft until target is
reached.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2
	 	On-Site Renewable Energy

	 	Yes
	 	 
	 	Maybe
	 	—
	 	GA/HS
	 	Curtis Leigh to research photovoltaics on garage.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3
	 	Enhanced Commissioning

	 	Yes
	 	 
	 	 
	 	 	1	 	 	GA
	 	Will require a more extensive contract with
commissioning Authority. Owner to advice.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4
	 	Enhanced Refrigerant Management

	 	Yes
	 	 
	 	 
	 	 	1	 	 	CMI
	 	Mechanical Eng. to advice.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.1
	 	Measurement & Verification- Base Building

	 	 
	 	 
	 	Maybe
	 	—
	 	GA
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.2
	 	Measurement & Verification – Tenant Sub-metering

	 	Yes
	 	 
	 	Maybe
	 	 	1	 	 	GA
	 	May be able to include this point in tenant
lease agreement. GA to confirm.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 6
	 	Green Power

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Materials & Resources 11 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 1
	 	Storage & Collection of Recyclables

	 	Required
	 	 
	 	 
	 	 	 	 	 	KSHA
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.1
	 	Building Reuse, Maintain 25% of Existing
Walls, Floors & Roof

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.2
	 	Building Reuse, Maintain 50% of Existing
Walls, Floors & Roof

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.3
	 	Building Reuse, Maintain 75% of Existing
Walls, Floors & Roof

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2.1	 	Construction Waste Management,

Divert 50% from Disposal
	 	Yes
	 	 
	 	 
	 	 	1	 	 	VB
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2.2	 	Construction Waste
Management,
Divert 75% from Disposal
	 	 
	 	 
	 	Maybe
	 	—
	 	VB
	 	Contractor to advise
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3
	 	Materials Reuse, 1%

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.1
	 	Recycled
Content, 10% (post-consumer
+ 1/2 pre-consumer)
	 	Yes
	 	 
	 	 
	 	 	1	 	 	VB
	 	Use Domestic Steel, fly ash in foundations, rock
crusher on site. Need to do calculation.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.2	 	Recycled
Content, 20% (post-consumer
+ 1/2 pre-consumer)
	 	 
	 	 
	 	Maybe
	 	—
	 	VB
	 	Contractor to advise
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.1	 	Regional
Materials, 10%
Extracted, Processed &
Manufactured Regionally
	 	 
	 	 
	 	Maybe
	 	—
	 	VB
	 	Contractor to advise
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5.2
	 	Regional Materials, 20% Extracted, 

Processed & Manufactured Regionally

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	Research soils form area being brought to site.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 6
	 	Certified Wood

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA
	 	Wood in lobby/doors
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Indoor Environmental Quality
11 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 1
	 	Minimum IAQ Performance

	 	Required
	 	 
	 	 
	 	 	 	 	 	GA
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Prereq 2
	 	Environmental Tobacco Smoke (ETS) Control

	 	Required
	 	 
	 	 
	 	 	 	 	 	GA
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1
	 	Outdoor
Air Delivery Monitoring
	 	Yes
	 	 
	 	 
	 	 	1	 	 	CMI
	 	Contractor to advise cost for this item
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2
	 	Increased Ventilation

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 3	 	Construction IAQ
Management
Plan, During  Construction
	 	Yes
	 	 
	 	 
	 	 	1	 	 	VB
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.1
	 	Low-Emitting Materials, Adhesives & Sealants

	 	Yes
	 	 
	 	 
	 	 	1	 	 	VB
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.2
	 	Low-Emitting Materials, Paints & Coatings

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA/VB
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.3
	 	Low-Emitting Materials, Carpet Systems

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA/VB
	 	Carpet in elevators
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 4.4	 	Low-Emitting
Materials, Composite Wood & Agrifiber Products
	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 5
	 	Indoor Chemical & Pollutant Source Control

	 	Yes
	 	 
	 	 
	 	 	1	 	 	CMI/KSHA
	 	KSHA to provide walk off maps at required doors.
CMI to confirm if Janitors closet needs a
separate vent.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 6
	 	Controllability of Systems, Thermal Comfort

	 	 
	 	No
	 	 
	 	 	0	 	 	 
	 	Will require an under floor air delivery system
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 7
	 	Thermal Comfort, Design

	 	 
	 	 
	 	Maybe
	 	—
	 	GA/CMI
	 	CMI to confirm if tenant duct loop and VAV box
is needed owner to review.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 8.1
	 	Daylight & Views, Daylight 75% of Spaces

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA
	 	Need to confirm with calculation.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 8.2
	 	Daylight & Views, Views for 90% of Spaces

	 	Yes
	 	 
	 	 
	 	 	1	 	 	KSHA
	 	Need to confirm with calculation.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Innovation & Design Process
5 Possible Points	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.1
	 	Innovation in Design

	 	 
	 	 
	 	Maybe
	 	—
	 	GA/HS
	 	Solar Power. photovoltaics on garage.
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.2
	 	Innovation in Design

	 	 
	 	 
	 	Maybe
	 	 	1	 	 	GA/HS
	 	Educational display in Lobby
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.3
	 	Innovation in Design

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 1.4
	 	Innovation in Design

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Credit 2
	 	LEED Accredited Professional

	 	Yes
	 	 
	 	 
	 	 	1	 	 	 
	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total

	 	 
	 	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 

	 	 	 	 	 	 	 	 	33	 	 	 
	 	 






     Project Totals 61 Possible Points




Certified 23–27 points    Silver
28–33 points Gold 34–44 points    Platinum 45–61 point